<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
Mark One

[ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

             For the quarterly period ended      September 30, 2003
                                            --------------------------

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

             For the transition period from __________  to __________

                        Commission File Number: 000-33221

                           Integrity Bancshares, Inc.
    -------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Georgia                                         58-2508612
-------------------------------                     ---------------------------
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                         Identification No.)

               11140 State Bridge Road, Alpharetta, Georgia 30022
                    (Address of principal executive offices)

                                 (770) 777-0324
                           (Issuer's telephone number)

                                       N/A
-------------------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)



State the number of shares outstanding of each of the issuer's classes of common
equity, as of October 31, 2003:    1,829,443; no par value.

Transitional Small Business Disclosure Format    Yes          No  X
                                                    ----        ----



<PAGE>


                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY




<TABLE>
<CAPTION>

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

                                             INDEX


                                                                                                                  Page
<S>                                                                                                                <C>

PART I.     FINANCIAL INFORMATION

            Item 1.  Financial Statements

               Consolidated Balance Sheet - September 30, 2003......................................................3

               Consolidated Statements of Income and Comprehensive
                   Income - Three Months Ended September 30, 2003 and 2002
                  and Nine Months Ended September 30, 2003 and 2002.................................................4

               Consolidated Statement of Cash Flows - Nine
                  Months Ended September 30, 2003 and 2002..........................................................5

               Notes to Consolidated Financial Statements...........................................................6

            Item 2.  Management's Discussion and Analysis of
                          Financial Condition and Results of Operations.............................................9

            Item 3.  Controls and Procedures.......................................................................16


PART II.    OTHER INFORMATION

            Item 1 - Legal Proceedings.............................................................................17

            Item 2 - Changes in Securities and Use of Proceeds.....................................................17

            Item 3 - Defaults Upon Senior Securities...............................................................17

            Item 4 - Submission of Matters to a Vote of Security Holders...........................................17

            Item 6 - Exhibits and Reports on Form 8-K..............................................................17

            Signatures.............................................................................................19

</TABLE>

                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     Assets
                                     ------

<S>                                                                   <C>
Cash and due from banks                                               $   3,106,990
Interest-bearing deposits in banks                                          221,040
Federal funds sold                                                       11,927,000
Securities available-for-sale, at fair value                             24,453,011
Restricted equity securities, at cost                                       350,000

Loans                                                                   207,901,908
Less allowance for loan losses                                            1,986,914
                                                                      -------------
          Loans, net                                                    205,914,994
                                                                      -------------

Premises and equipment                                                    9,593,351
Other assets                                                              1,316,829
                                                                      -------------

          Total assets                                                $ 256,883,215
                                                                      =============


                    Liabilities and Stockholders' Equity
                    ------------------------------------

Deposits
    Noninterest-bearing                                               $   7,707,788
    Interest-bearing                                                    217,071,251
                                                                      -------------
          Total deposits                                                224,779,039
Other borrowings                                                         11,000,000
Other liabilities                                                         1,444,500
                                                                      -------------
          Total liabilities                                             237,223,539
                                                                      -------------

Commitments and contingencies

Stockholders' equity
    Common stock, no par value; 10,000,000 shares authorized;
       1,829,443 shares issued and outstanding                           18,929,520
    Retained earnings                                                       862,729
    Accumulated other comprehensive loss                                   (132,573)
                                                                      -------------
          Total stockholders' equity                                     19,659,676
                                                                      -------------

          Total liabilities and stockholders' equity                  $ 256,883,215
                                                                      =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                       3
<PAGE>



                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                 THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Three Months Ended               Nine Months Ended
                                                      September 30,                    September 30,
                                             -----------------------------      -----------------------------
                                                 2003              2002             2003              2002
                                             -----------       -----------      -----------       -----------

<S>                                          <C>               <C>              <C>               <C>
Interest income
    Loans                                    $ 3,517,908       $ 1,605,224      $ 9,201,236       $ 3,972,025
    Taxable securities                           197,428           166,827          587,155           484,038
    Deposits in banks                              5,571               588            9,456             1,565
    Federal funds sold                            10,595             6,410           42,590            22,738
                                             -----------       -----------      -----------       -----------
        Total interest income                  3,731,502         1,779,049        9,840,437         4,480,366
                                             -----------       -----------      -----------       -----------

Interest expense
    Deposits                                   1,300,228           680,358        3,477,189         1,946,385
    Federal funds purchased,
     securities sold under
      repurchase agreements
      and other borrowings                        22,721            27,848           77,566            84,505
                                             -----------       -----------      -----------       -----------
        Total interest expense                 1,322,949           708,206        3,554,755         2,030,890
                                             -----------       -----------      -----------       -----------

        Net interest income                    2,408,553         1,070,843        6,285,682         2,449,476
Provision for loan losses                        219,334           179,949          902,140           448,933
                                             -----------       -----------      -----------       -----------
        Net interest income after
          provision for loan losses            2,189,219           890,894        5,383,542         2,000,543
                                             -----------       -----------      -----------       -----------

Other income
    Service charges on deposit accounts           20,040            22,157           64,435            50,351
    Other operating income                        13,579             4,327           27,965            17,100
                                             -----------       -----------      -----------       -----------
            Total other income                    33,619            26,484           92,400            67,451
                                             -----------       -----------      -----------       -----------

Other expenses
    Salaries and employee benefits               678,047           340,584        1,714,108         1,011,331
    Occupancy and equipment expenses             134,467            85,836          325,215           226,575
    Other operating expenses                     454,868           187,998        1,024,598           513,151
                                             -----------       -----------      -----------       -----------
            Total other expenses               1,267,382           614,418        3,063,921         1,751,057
                                             -----------       -----------      -----------       -----------

            Net income before
              income taxes                       955,456           302,960        2,412,021           316,937

Income tax expense                               360,883                --          564,400                --
                                             -----------       -----------      -----------       -----------

            Net income                           594,573           302,960        1,847,621           316,937
                                             -----------       -----------      -----------       -----------

Other comprehensive income
  (loss):
    Unrealized gains (losses) on
      securities available-for-sale
      arising during period                     (276,798)           56,274         (401,110)          278,566
                                             -----------       -----------      -----------       -----------

            Comprehensive income             $   317,775       $   359,234      $ 1,446,511       $   595,503
                                             ===========       ===========      ===========       ===========
Basic earnings per share                     $      0.32       $      0.22      $      1.10       $      0.27
                                             ===========       ===========      ===========       ===========
Diluted earnings per share                   $      0.32       $      0.22      $      1.10       $      0.27
                                             ===========       ===========      ===========       ===========
Cash dividends per share                     $        --       $        --      $        --       $        --
                                             ===========       ===========      ===========       ===========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       4
<PAGE>



                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         2003                 2002
                                                                                    -------------       -------------
<S>                                                                                 <C>                 <C>
OPERATING ACTIVITIES
    Net income                                                                      $   1,847,621       $     316,937
    Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation                                                                      213,133             117,072
        Provision for loan losses                                                         902,140             448,933
        Increase in interest receivable                                                  (361,874)           (244,928)
        Increase in interest payable                                                      480,061              17,120
        Net other operating activities                                                    437,355               5,958
              Net cash provided by operating activities                                 3,518,436             661,092
                                                                                    -------------       -------------

INVESTING ACTIVITIES
    Net (increase) decrease in interest-bearing deposits in banks                         308,935            (201,352)
    Purchases of securities available-for-sale                                        (29,780,469)         (5,354,649)
    Proceeds from maturities of securities available-for-sale                          15,252,171           2,581,566
    Purchases of restricted equity securities                                                  --            (100,000)
    Net increase in federal funds sold                                                (11,927,000)           (523,000)
    Net increase in loans                                                             (79,913,850)        (50,743,590)
    Purchase of premises and equipment                                                 (5,518,612)            (81,165)
              Net cash used in investing activities                                  (111,578,825)        (54,422,190)
                                                                                    -------------       -------------

FINANCING ACTIVITIES
    Net increase in deposits                                                          104,645,739          51,995,575
    Net decrease in federal funds purchased                                            (3,115,000)         (1,499,000)
    Net decrease in securities sold under repurchase agreements                                --          (1,000,000)
    Net proceeds from other borrowings                                                  4,000,000           2,000,000
    Net proceeds from sale of common stock                                              4,563,538           3,911,570
    Net (purchase) sale of treasury stock                                                (168,972)             74,745
              Net cash provided by financing activities                               109,925,305          55,482,890
                                                                                    -------------       -------------

Net increase in cash and due from banks                                                 1,864,916           1,721,792
Cash and due from banks, beginning of period                                            1,242,074             663,137
Cash and due from banks, end of period                                              $   3,106,990       $   2,384,929
                                                                                    =============       =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
    Cash paid during period for:
           Interest                                                                 $   3,074,694       $   2,013,770
           Income taxes                                                             $      12,233       $          --

</TABLE>

See Notes to Consolidated Financial Statements.

                                       5
<PAGE>

                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1.  BASIS OF PRESENTATION

         The consolidated  financial information for Integrity Bancshares,  Inc.
         (the "Company") included herein is unaudited; however, such information
         reflects  all  adjustments   (consisting  solely  of  normal  recurring
         adjustments)  which are, in the opinion of management,  necessary for a
         fair statement of results for the interim period.

         The results of  operations  for the three and nine month  periods ended
         September 30, 2003 are not necessarily  indicative of the results to be
         expected for the full year.


NOTE 2.  STOCK COMPENSATION PLANS

         At  September  30,  2003,  the  Company  has two  stock-based  employee
         compensation  plans.  The  Company  accounts  for those plans under the
         recognition  and   measurement   principles  of  APB  Opinion  No.  25,
         Accounting for Stock Issued to Employees,  and related Interpretations.
         No stock-based  employee  compensation cost is reflected in net income,
         as all options granted under those plans had an exercise price equal to
         the  market  value of the  underlying  stock on the date of grant.  The
         following  table  illustrates the effect on net income and earnings per
         share if the Company had applied the fair value recognition  provisions
         of SFAS Statement No. 123, Accounting for Stock-Based Compensation,  to
         stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                              Three Months Ended September 30,
                                                                            -------------------------------------
                                                                                  2003                2002
                                                                            ------------------  -----------------

<S>                                                                         <C>                 <C>
         Net income, as reported                                            $        594,573    $       302,960
         Deduct: Total stock-based employee compensation
               expense determined under fair value based
               method for all awards, net of tax                                           0                  0
                                                                            ------------------  -----------------
         Pro forma net income                                               $        594,573    $       302,960
                                                                            ==================  =================
         Earnings per share:
            Basic - as reported                                             $            .32    $           .22
                                                                            ==================  =================
            Basic - pro forma                                               $            .32    $           .22
                                                                            ==================  =================
            Diluted - as reported                                           $            .32    $           .22
                                                                            ==================  =================
            Diluted - pro forma                                             $            .32    $           .22
                                                                            ==================  =================
</TABLE>

                                       6

<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 2.  STOCK COMPENSATION PLANS (Continued)

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                            -------------------------------------
                                                                                  2003                2002
                                                                            ------------------  -----------------

<S>                                                                         <C>                 <C>
         Net income, as reported                                            $      1,847,621    $       316,937
         Deduct: Total stock-based employee compensation
               expense determined under fair value based
               method for all awards, net of tax                                     328,267                  0
                                                                            ------------------  -----------------
         Pro forma net income                                               $      1,519,354    $       316,937
                                                                            ==================  =================
         Earnings per share:
            Basic - as reported                                             $           1.10    $          0.27
                                                                            ==================  =================
            Basic - pro forma                                               $           0.91    $          0.27
                                                                            ==================  =================
            Diluted - as reported                                           $           1.10    $          0.27
                                                                            ==================  =================
            Diluted - pro forma                                             $           0.90    $          0.27
                                                                            ==================  =================
</TABLE>

NOTE 3.  EARNINGS PER SHARE

         Presented  below is a summary of the components used to calculate basic
         and diluted earnings per common share.

<TABLE>
<CAPTION>
                                                                                                Three Months Ended
                                                                                         September 30,
                                                                             ---------------------------------------
                                                                                    2003                 2002
                                                                             --------------------  -----------------
<S>                                                                                   <C>                 <C>
         Basic Earnings Per Share:
            Weighted average common shares outstanding                                1,841,687           1,366,661
                                                                             ====================  =================

            Net income                                                       $          594,573    $        302,960
                                                                             ====================  =================

            Basic earnings per share                                         $             0.32    $           0.22
                                                                             ====================  =================

         Diluted Earnings Per Share:
            Weighted average common shares outstanding                                1,841,687           1,366,661
            Net effect of the assumed exercise of stock
               options based on the treasury stock method
               using average market prices for the year                                  11,921                   0
                                                                             --------------------  -----------------
            Total weighted average common shares and
               common stock equivalents outstanding                                   1,853,608           1,366,661
                                                                             ====================  =================

            Net income                                                       $          594,573    $        302,960
                                                                             ====================  =================

            Diluted earnings per share                                       $             0.32    $           0.22
                                                                             ====================  =================


</TABLE>

                                       7
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3.  EARNINGS PER SHARE (Continued)
<TABLE>
<CAPTION>

                                                                                        Nine Months Ended
                                                                                         September 30,
                                                                             ---------------------------------------
                                                                                    2003                 2002
                                                                             --------------------  -----------------
<S>                                                                                   <C>                 <C>
         Basic Earnings Per Share:
            Weighted average common shares outstanding                                1,676,465           1,173,841
                                                                             ====================  =================

            Net income                                                       $        1,847,621    $        316,937
                                                                             ====================  =================

            Basic earnings per share                                         $             1.10    $           0.27
                                                                             ====================  =================

         Diluted Earnings Per Share:
            Weighted average common shares outstanding                                1,676,465           1,173,841
            Net effect of the assumed exercise of stock
               options based on the treasury stock method
               using average market prices for the year                                   6,093                   0
                                                                             --------------------  -----------------
            Total weighted average common shares and
               common stock equivalents outstanding                                   1,682,558           1,173,841
                                                                             ====================  =================

            Net income                                                       $        1,847,621    $        316,937
                                                                             ====================  =================


            Diluted earnings per share                                       $             1.10    $           0.27
                                                                             ====================  =================
</TABLE>


NOTE 4.  CURRENT ACCOUNTING DEVELOPMENTS

         There are no recent  accounting  pronouncements  that have had,  or are
         expected  to  have,  a  material  effect  on  the  Company's  financial
         statements.


                                       8
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following is  management's  discussion  and analysis of certain  significant
factors  which have affected the  financial  position and  operating  results of
Integrity  Bancshares,  Inc. (the "Company") and its bank subsidiary,  Integrity
Bank (the "Bank"), during the periods included in the accompanying  consolidated
financial statements.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

Certain of the statements made herein under the caption "Management's Discussion
and  Analysis of Financial  Condition  and Results of  Operations"  ("MD&A") are
forward-looking  statements  for  purposes  of the  Securities  Act of 1933,  as
amended (the  "Securities  Act") and the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange  Act"),  and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results,  performance
or achievements of Integrity  Bancshares,  Inc. to be materially  different from
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such forward looking statements include statements
using words such as "may," "will,"  "anticipate,"  "should," "would," "believe,"
"contemplate,"  "expect,"  "estimate,"  "continue,"  "may,"  "intend,"  or other
similar  words and  expressions  of the  future.  Our actual  results may differ
significantly from the results we discuss in these forward-looking statements.

These forward-looking  statements involve risks and uncertainties and may not be
realized due to a variety of factors, including, without limitation: the effects
of future economic  conditions;  governmental  monetary and fiscal policies,  as
well as  legislative  and regulatory  changes;  the risks of changes in interest
rates on the level and composition of deposits,  loan demand,  and the values of
loan   collateral,   securities,   and  other   interest-sensitive   assets  and
liabilities;  interest  rate  risks;  the  effects  of  competition  from  other
commercial banks,  thrifts,  mortgage banking firms, consumer finance companies,
credit unions, securities brokerage firms, insurance companies, money market and
other mutual funds and other financial institutions operating in our market area
and elsewhere,  including  institutions  operating regionally,  nationally,  and
internationally,  together with such  competitors  offering banking products and
services by mail, telephone, computer, and the Internet.

CRITICAL ACCOUNTING POLICIES

We have adopted  various  accounting  policies  which govern the  application of
accounting principles generally accepted in the United States in the preparation
of our financial statements.  Our significant  accounting policies are described
in the footnotes to the consolidated financial statements at December 31, 2002.

Certain accounting policies involve significant  judgments and assumptions by us
which  have a  material  impact on the  carrying  value of  certain  assets  and
liabilities.  We consider these  accounting  policies to be critical  accounting
policies.  The  judgments  and  assumptions  we  use  are  based  on  historical
experience  and other  factors,  which we  believe  to be  reasonable  under the
circumstances.  Because of the nature of the judgments and  assumptions we make,
actual results could differ from these  judgments and estimates which could have
a  material  impact on our  carrying  values of assets and  liabilities  and our
results of operations.

We believe the  allowance for loan losses is a critical  accounting  policy that
requires the most significant judgments and estimates used in preparation of our
consolidated financial statements.  Refer to the portion of this discussion that
addresses our  allowance for loan losses for a description  of our processes and
methodology for determining our allowance for loan losses.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

We consider  our  liquidity  to be adequate to meet  operating  and loan funding
requirements  at September 30, 2003. At September 30, 2003, the liquidity  ratio
(i.e. cash,  short-term  assets,  marketable  assets,  available lines of credit
divided by deposits and other  borrowings) was approximately 25% and the loan to
deposit  ratio was  approximately  92%.  As the loan  portfolio  grows,  we will
continue to monitor the  liquidity  and make  adjustments  as deemed  necessary.
Investing our available  funds in loans and other high yielding  securities will
increase earnings potential.

Requirements by banking  regulators include the monitoring of risk-based capital
guidelines  for banks and holding  companies  that are  designed to make capital
requirements  more sensitive to differences in risk profiles and account for off
balance sheet items. We exceed the regulatory  minimums on capital  requirements
and ratios.  Management  will monitor  these  amounts and ratios on a continuous
basis.  The minimum  capital  requirements  and the actual  capital  ratios on a
consolidated and bank-only basis are as follows:

<TABLE>
<CAPTION>
                                                                Actual
                                                    ---------------------------------
                                                                                         Regulatory
                                                                                           Minimum
                                                    Consolidated           Bank          Requirement
                                                    -----------------  --------------  ----------------
<S>                                                       <C>               <C>               <C>
         Leverage capital ratios                          8.20 %            8.49 %            5.00 %
         Risk-based capital ratios:
            Tier I capital                                8.51              8.84              6.00
            Total capital                                11.08             11.42             10.00
</TABLE>

The company has obtained a $6,000,000 line of credit with a correspondent  bank.
This line of credit  will be  accessed as needed for  liquidity  and  subsidiary
capital needs. There is presently $2,000,000  outstanding on the line of credit.
To obtain regulatory approval for the line of credit, the company is required by
the Federal Reserve Bank of Atlanta to maintain a "well-capitalized" status on a
consolidated  basis as well as for its  subsidiary  bank until November 1, 2005.
The capital ratios required for a well-capitalized status are: (i) Total Capital
of 10.0% or  greater,  (ii)  Tier I  Capital  of 6.0% or  greater,  and  (iii) a
Leverage  Capital  Ratio of 5.0% or  greater.  The company  exceeded  all of the
required ratios as of September 30, 2003.

In addition,  $4.0 million  dollars of  subordinated  debentures  were issued in
September by the subsidiary bank. The debentures mature in September, 2011, with
interest paid quarterly at a variable rate of no less than 5.00%. The debentures
count as Tier 2 capital for  regulatory  purposes  and are included in the total
capital computation.

OFF-BALANCE SHEET RISK

We are a party to  financial  instruments  with  off-balance  sheet  risk in the
normal course of business to meet the financing  needs of our  customers.  These
financial  instruments  include commitments to extend credit and standby letters
of credit. Such commitments involve, to varying degrees, elements of credit risk
and interest rate risk in excess of the amount recognized in the balance sheets.

Our exposure to credit loss in the event of nonperformance by the other party to
the financial instrument for commitments to extend credit and standby letters of
credit is represented by the contractual amount of those instruments. We use the
same credit policies in making commitments and conditional  obligations as we do
for on-balance sheet instruments. A summary of our commitments is as follows:

                                                         September 30,
                                                             2003
                                                      ---------------------
                                                     (Dollars in Thousands)
             Commitments to extend credit             $            46,670
             Letters of credit                                        498
                                                      ---------------------
                                                      $            47,168
                                                      =====================


                                       10
<PAGE>

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition  established in the contract.  Since many
of the  commitments  are expected to expire  without being drawn upon, the total
commitment amounts do not necessarily  represent future cash  requirements.  The
amount of  collateral  obtained,  if deemed  necessary  by us upon  extension of
credit, is based on our credit evaluation of the customer.

Standby letters of credit are conditional  commitments issued by us to guarantee
the  performance  of a customer to a third  party.  Those  letters of credit are
primarily  issued to support  public and  private  borrowing  arrangements.  The
credit risk  involved in issuing  letters of credit is  essentially  the same as
that  involved  in  extending  loans to  customers.  Collateral  is  required in
instances which we deem necessary.

FINANCIAL CONDITION

Following is a summary of our balance sheets for the periods indicated:

<TABLE>
<CAPTION>
                                                      September 30,          December 31,
                                                          2003                   2002
                                                    ------------------     -----------------
                                                            (Dollars in Thousands)
                                                    ----------------------------------------

<S>                                                    <C>                 <C>
Cash and due from banks                                $       3,107       $         1,242
Interest-bearing deposits in banks                               221                   530
Federal funds sold                                            11,927                     -
Securities                                                    24,113                10,750
Loans, net                                                   205,915               126,903
Premises and equipment                                         9,593                 4,266
Other assets                                                   2,007                   673
                                                    ------------------     -----------------
                                                       $     256,883       $       144,364
                                                    ==================     =================

Deposits                                               $     224,779       $       120,133
Other borrowings                                              11,000                10,115
Other liabilities                                              1,444                   297
Stockholders' equity                                          19,660                13,819
                                                    ------------------     -----------------
                                                       $     256,883       $       144,364
                                                    ==================     =================
</TABLE>

Our total assets grew 78% during the first nine months of 2003.  Deposit  growth
of $104.7  million was  invested in loans,  which  increased  by $79.0  million,
securities and federal fund sold,  which increased by $25.3 million and premises
and equipment,  which increased by $5.3 million. Included in the $5.3 million is
the  purchase  of an  office  building  from a  director  in the  amount of $2.8
million.  The building is located  adjacent to the existing main office and will
be used for future  expansion.  Also  included in the $5.3  million are building
costs in the amount of $819,000  paid to a company  owned by a director  for the
construction  of  the  Roswell  branch,   which  opened  in  July,  2003.  These
transactions  were made on substantially the same terms (or more favorable terms
for the Bank) as those prevailing at the time for comparable  transactions  with
third party providers. Also included in the $5.3 million is the purchase of land
for  approximately  $1.2  million in Cobb  County.  The  purchase  is in an area
commonly  known as Vinings,  with the  expectation to build and open a branch on
the site in the  Spring of 2004.  The  branch  will be  constructed  by the same
company who constructed the Roswell branch.

Our loan to deposit  ratio  decreased to 92% at September  30, 2003 from 107% at
December 31, 2002. The decrease in this ratio is due to the significant  deposit
growth in 2003. Our current securities,  deposit balances and available lines of
credit should provide the funds for expected loan growth.  Stockholders'  equity
has increased by $5.8 million due to net income of $1,848,000, proceeds from the

                                       11
<PAGE>

sale of common stock in a private placement offering of $4,557,000, decreases of
unrealized  gains on  sales of  securities  available-for-sale,  net of tax,  of
$401,000, and the purchase and retirement of treasury stock of $169,000.

In August,  2003 we invested $690,000 in Integrity Bank, a Florida bank which is
in organization.  This investment  represents a 4.9% interest in the anticipated
capital of the company.  Several of our directors are also proposed directors of
this Florida bank, which is scheduled to open in the Spring of 2004.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

Following is a summary of our operations for the periods indicated.

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                             September 30,
                                                        2003                 2002
                                                   ----------------    -----------------
                                                        (Dollars in Thousands)
                                                   -------------------------------------
<S>                                                <C>                 <C>
Interest income                                    $         3,732     $          1,779
Interest expense                                             1,323                  707
                                                   ----------------    -----------------
Net interest income                                          2,409                1,072
Provision for loan losses                                      219                  180
Other income                                                    33                   25
Other expense                                                1,267                  615
                                                   ----------------    -----------------
Pretax income                                                  956                  302
Income taxes                                                   361                    -
                                                   ----------------    -----------------
Net income                                         $           595     $            302
                                                   ================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                              September 30,
                                                        2003                 2002
                                                   ----------------    ------------------
                                                       (Dollars in Thousands)
                                                   --------------------------------------
<S>                                                <C>                 <C>
Interest income                                    $         9,840     $           4,479
Interest expense                                             3,555                 2,031
                                                   ----------------    ------------------
Net interest income                                          6,285                 2,448
Provision for loan losses                                      902                   449
Other income                                                    92                    67
Other expense                                                3,063                 1,749
                                                   ----------------    ------------------
Pretax income                                                2,412                   317
Income taxes                                                   564                     -
                                                   ----------------    ------------------
Net income                                         $         1,848     $             317
                                                   ================    ==================
</TABLE>

Our net interest income has increased by $1,337,000 and $3,837,000 for the third
quarter  and first nine  months of 2003,  respectively,  as compared to the same
periods in 2002. The increase in net interest  income and net interest margin is
due primarily to an increase in the average  balance of loans  outstanding.  Our
net  interest  margin was 4.29% during the first nine months of 2003 as compared
to 3.98% for the first nine months of 2002.

                                       12
<PAGE>


The  provision  for loan losses  increased by $39,000 and $453,000 for the third
quarter  and first nine  months of 2003,  respectively,  as compared to the same
periods in 2002. We incurred net charge-offs of $20,000 in the first nine months
of 2003 as  compared  to none in the first nine  months of 2002.  Based upon our
evaluation of the loan portfolio, we believe the allowance for loan losses to be
adequate to absorb losses on existing loans that may become  uncollectible.  Our
evaluation  considers  significant  factors relative to the credit risk and loss
exposure  in the  loan  portfolio,  including  past  due and  classified  loans,
historical  experience,  underlying  collateral  values,  and  current  economic
conditions  that may affect the borrower's  ability to repay.  The allowance for
loan losses is evaluated by segmenting the loan portfolio into  unclassified and
classified loans. An allowance  percentage is applied to the unclassified  loans
to establish a general  allowance  for loan  losses.  The  allowance  percentage
determined  is  based  upon  our  experience  specifically  and  the  historical
experience of the banking industry  generally.  The classified loans,  including
impaired  loans,  are  analyzed  individually  in order to  establish a specific
allowance  for loan losses.  The total of these  allowances  are recorded as the
allowance for loan losses.  The allowance for loan losses as percentage of total
loans was 0.96% as of September 30, 2003 compared to 0.86% at December 31, 2002.

Information  with  respect to  nonaccrual,  past due and  restructured  loans at
September 30, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                                                   September 30,
                                                                                        ------------------------------------
                                                                                              2003               2002
                                                                                        -----------------   ----------------
                                                                                              (Dollars in Thousands)
                                                                                        ------------------------------------
<S>                                                                                     <C>                 <C>
Nonaccrual loans                                                                        $            550    $             0
Loans contractually past due ninety days or more as to interest
   or principal payments and still accruing                                                          453                  0
Restructured loans                                                                                     0                  0
Potential problem loans                                                                              935                  0
Interest income that would have been recorded on nonaccrual
   and restructured loans under original terms                                                         0                  0
Interest income that was recorded on nonaccrual and restructured loans                                 0                  0
</TABLE>


Potential  problem loans are defined as loans about which we have serious doubts
as to the ability of the  borrower to comply  with the  present  loan  repayment
terms and which may cause the loan to be placed on nonaccrual  status, to become
past due more than ninety days, or to be restructured.

It is our policy to  discontinue  the accrual of interest  income  when,  in the
opinion of management,  collection of interest becomes doubtful.  This status is
accorded interest when (1) there is a significant deterioration in the financial
condition of the borrower  and full  repayment of principal  and interest is not
expected  and (2) the  principal  or interest is more than ninety days past due,
unless the loan is both well-secured and in the process of collection.

The majority of the Bank's loans are  collateralized by real estate.  Management
believes that there is sufficient diversity in borrowers, location, and types of
real  estate to  minimize  any  adverse  effects  of a  deterioration  of market
conditions.

Loans  classified for regulatory  purposes as loss,  doubtful,  substandard,  or
special  mention that have not been included in the table above do not represent
or result from trends or uncertainties which management  reasonably expects will
materially  impact future  operating  results,  liquidity or capital  resources.
These classified loans do not represent  material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.


                                       13
<PAGE>

Information  regarding  certain  loans and  allowance for loan loss data through
September 30, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                 September 30,
                                                                      ------------------------------------
                                                                            2003               2002
                                                                      -----------------   ----------------
                                                                            (Dollars in Thousands)
                                                                      ------------------------------------

<S>                                                                   <C>                 <C>
Average amount of loans outstanding                                   $        170,897    $        69,227
                                                                      =================   ================

Balance of allowance for loan losses at beginning of period           $          1,105    $           392
                                                                      -----------------   ----------------

Loans charged off
   Commercial and financial                                           $              0    $             0
   Real estate mortgage                                                              0                  0
   Installment                                                                      20                  0
                                                                      -----------------   ----------------
                                                                                    20                  0
                                                                      -----------------   ----------------

Loans recovered
   Commercial and financial                                                          0                  0
   Real estate mortgage                                                              0                  0
   Installment                                                                       0                  0
                                                                      -----------------   ----------------
                                                                                     0                  0
                                                                      -----------------   ----------------

Net charge-offs                                                                     20                  0
                                                                      -----------------   ----------------

Additions to allowance charged to operating expense during period                  902                449
                                                                      -----------------   ----------------

Balance of allowance for loan losses at end of period                 $          1,987    $           841
                                                                      =================   ================

Ratio of net loans charged off during the period to
   average loans outstanding                                                     0.01%              0.00%
                                                                      =================   ================
</TABLE>

Other income has  increased by $8,000 and $25,000  during the third  quarter and
first nine months of 2003,  respectively,  as  compared  to the same  periods in
2002.  The  increases  are due  primarily to increases in various other fees for
both periods, primarily as a result of the growth of the company.

Other expenses increased by $652,000 and $1,314,000 during the third quarter and
first nine months of 2003,  respectively,  as  compared  to the same  periods in
2002.  The  increases  are due to increased  salaries  and employee  benefits of
$337,000 and $703,000, respectively,  increased occupancy and equipment expenses
of $49,000 and $99,000,  respectively, and increased other operating expenses of
$266,000  and  $511,000,  respectively.  Salaries  and  employee  benefits  have
increased due to the number of full time employees increasing to 34 at September
30, 2003 from 21 at September 30, 2002 and to other annual salary increases. The
increase  in the number of  employees  is due to the  opening of a full  service
branch in Roswell, Georgia and additional  administrative employees required due
to the growth of the company. Occupancy and equipment expenses have increased as
a result of the new branch and the  purchase  of an  administrative  building in
June, 2003. The administrative  building will be used for future expansion,  and
its costs are  currently  being offset by rental  income from the lease of space
within the building.  Other operating  expenses have increased due to the growth
of the Bank.

                                       14
<PAGE>

The  provision  for income  taxes was $564,000 for the first nine months of 2003
(effective  tax rate of 23%) as  compared  to none for the first nine  months of
2002.  The amount  recorded  in 2003 is  substantially  lower  than the  federal
statutory tax rate of 34% due to use of available net operating loss carryovers.
No amount was recorded in 2002 due to accumulated deficits.

We are not aware of any known trends,  events or  uncertainties,  other than the
effect of  events  as  described  above,  that will have or that are  reasonably
likely  to  have a  material  effect  on our  liquidity,  capital  resources  or
operations.  We are  also  not  aware  of  any  current  recommendations  by the
regulatory  authorities  which,  if they were  implemented,  would  have such an
effect.


ITEM 3.   CONTROLS AND PROCEDURES

Our Chief  Executive  Officer and Chief  Financial  Officer have  evaluated  the
Company's  disclosure  controls and  procedures  as of the end of the  quarterly
period  covered  by this  Form  10-QSB  and have  concluded  that the  Company's
disclosure  controls and procedures  are effective.  During the third quarter of
2003 there were no changes in the  Company's  internal  control  over  financial
reporting  that  have  materially  affected,  or that are  reasonably  likely to
materially affect, the Company's internal control over financial reporting.



                                       15
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         There are no  material  legal  proceedings  to which the Company or the
Bank is a party or to which any of their properties is subject.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         There has not been any  material  default in the payment of  principal,
interest, a sinking or purchase fund installment,  or any other material default
which has not been cured within 30 days with respect to any  indebtedness of the
Company or the Bank exceeding 5% of the total assets of the Company. Because the
Company only has one class of securities,  its common stock,  it has no material
arrearage in the payment of preferential equity returns.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the third quarter
of 2003.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  3.1      Articles   of   Incorporation   of   the   Registrant
                           (incorporated  by  reference  to Exhibit  3.1 to Form
                           SB-2 filed by  Registrant  on January 25, 2000 - File
                           No. 333-95335)

                  3.2      Bylaws of the Registrant  (incorporated  by reference
                           to Exhibit  3.2 to Form SB-2 filed by  Registrant  on
                           January 25, 2000 - File No. 333-95335)

                  31.1     Certification   of  the  Chief   Executive   Officer,
                           Pursuant  to  Rule  13a-14(c)  under  the  Securities
                           Exchange Act of 1934, as amended.

                  31.2     Certification  of the  Senior  VP-Finance  (Principal
                           Financial and Accounting  Officer),  Pursuant to Rule
                           13a-14(c) under the Securities  Exchange Act of 1934,
                           as amended.

                  32       Certification  of the  Chief  Executive  Officer  and
                           Senior VP-Finance (Principal Financial and Accounting
                           Officer),  Pursuant  to 18 U.S.C.  Section  1350,  as
                           Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002.

         (b)      Reports on Form 8-K.

                  None.


                                       16
<PAGE>


                                   SIGNATURES




         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   INTEGRITY BANCSHARES, INC.
                                          (Registrant)



DATE:  October 31, 2003     BY:  /s/  Steven M. Skow
       ----------------          ---------------------------------------------
                                 Steven M.Skow, President and C.E.O.
                                 (Principal Executive Officer)


DATE:  October 31, 2003     BY:  /s/  Jeff L. Sanders
       ----------------          ---------------------------------------------
                                 Jeff L. Sanders, Senior VP - Finance
                                 (Principal Financial and Accounting Officer)



                                       17