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 JUNE 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 August 15, 2003: 1,843,525; no par value.

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

EXPLANATORY NOTE

Integrity  Bancshares,  Inc.  filed  a Form  SB-2  on  January  25,  2000.  This
registration statement was subsequently declared effective and the Company filed
periodic  reports  during  2000  pursuant  to  Section  15(d) of the  Securities
Exchange  Act of 1934.  Because the Company  had less than 300  shareholders  on
December 31, 2000, its obligation to file periodic  reports was suspended  under
Section 15(d) of the Exchange Act.  Although the Company  continues to have less
than 300 record  shareholders,  it has decided to begin voluntary reporting with
the SEC.  This Form  10-QSB for the  quarter  ended June 30, 2003 is being filed
after the stated deadline due to a change in the Company's  management that made
it impracticable  to file the report in a timely manner.  Because the Company is
not required to file SEC reports, no Form 12b-25 notification was filed.


<PAGE>


                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY

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

                                      INDEX
                                      -----
<TABLE>
<CAPTION>
                                                                                                                       PAGE
                                                                                                                       ----
<S>               <C>                                                                                                   <C>
PART I.           FINANCIAL INFORMATION

                  Item 1.  Financial Statements

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

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

                     Consolidated Statement of Cash Flows - Six
                              Months Ended June 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..............................................................  18

                  Signatures.............................................................................................  20
</TABLE>



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                ASSETS
<S>                                                                 <C>
Cash and due from banks                                              $        3,727,677
Interest-bearing deposits in banks                                              753,151
Federal funds sold                                                            8,059,000
Securities available-for-sale, at fair value                                 22,853,825
Restricted equity securities, at cost                                           350,000
Loans                                                                       180,827,435
Less allowance for loan losses                                                1,767,580
                                                                     ------------------
          Loans, net                                                        179,059,855
                                                                     ------------------
Premises and equipment                                                        8,090,051
Other assets                                                                  1,008,881
                                                                     ------------------
          TOTAL ASSETS                                               $      223,902,440
                                                                     ==================
                   LIABILITIES AND STOCKHOLDERS' EQUITY
DEPOSITS
    Noninterest-bearing                                              $        5,343,188
    Interest-bearing                                                        191,106,137
                                                                     ------------------
          TOTAL DEPOSITS                                                    196,449,325
Other borrowings                                                              7,000,000
Other liabilities                                                               949,238
                                                                     ------------------
          TOTAL LIABILITIES                                                 204,398,563
                                                                     ------------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Common stock, no par value; 10,000,000 shares authorized;
       1,843,525 shares issued and outstanding                               19,091,496
    Retained earnings                                                           268,156
    Accumulated other comprehensive income                                      144,225
                                                                     ------------------
          TOTAL STOCKHOLDERS' EQUITY                                         19,503,877
                                                                     ------------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $      223,902,440
                                                                     ==================
</TABLE>

See Notes to Consolidated Financial Statements.

                                        3


<PAGE>


                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                    THREE MONTHS ENDED JUNE 30, 2003 AND 2002
                   AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                 JUNE 30,                       JUNE 30,
                                                     ------------------------------  -------------------------------
                                                          2003             2002           2003             2002
                                                     --------------  --------------  --------------   --------------
<S>                                                 <C>              <C>            <C>              <C>
INTEREST INCOME
    Loans                                            $    3,046,371  $    1,309,314  $    5,683,328   $    2,366,801
    Taxable securities                                      229,296         170,201         389,727          317,211
    Deposits in banks                                         1,647             426           3,885              977
    Federal funds sold                                        8,904           8,737          31,995           16,328
                                                     --------------  --------------  --------------   --------------
              TOTAL INTEREST INCOME                       3,286,218       1,488,678       6,108,935        2,701,317
                                                     --------------  --------------  --------------   --------------
INTEREST EXPENSE
    Deposits                                              1,169,320         684,735       2,176,961        1,266,027
    Federal funds purchased, securities sold under
         repurchase agreements and other borrowings          26,957          26,815          54,845           56,657
                                                     --------------  --------------  --------------   --------------
              TOTAL INTEREST EXPENSE                      1,196,277         711,550       2,231,806        1,322,684
                                                     --------------  --------------  --------------   --------------
              NET INTEREST INCOME                         2,089,941         777,128       3,877,129        1,378,633
PROVISION FOR LOAN LOSSES                                   350,185         115,602         682,806          268,984
                                                     --------------  --------------  --------------   --------------
              NET INTEREST INCOME AFTER
                PROVISION FOR LOAN LOSSES                 1,739,756         661,526       3,194,323        1,109,649
                                                     --------------  --------------  --------------   --------------
OTHER INCOME
    Service charges on deposit accounts                      23,009          15,534          44,395           28,194
    Other operating income                                    8,072           4,387          14,386           12,773
                                                     --------------  --------------  --------------   --------------
              TOTAL OTHER INCOME                             31,081          19,921          58,781           40,967
                                                     --------------  --------------  --------------   --------------
OTHER EXPENSES
    Salaries and employee benefits                          555,816         328,289       1,036,061          670,747
    Occupancy and equipment expenses                        105,937          71,767         190,748          140,739
    Other operating expenses                                317,432         173,220         569,730          325,153
                                                     --------------  --------------  --------------   --------------
              TOTAL OTHER EXPENSES                          979,185         573,276       1,796,539        1,136,639
                                                     --------------  --------------  --------------   --------------
              NET INCOME BEFORE INCOME TAXES                791,652         108,171       1,456,565           13,977
INCOME TAX EXPENSE                                          203,517              --         203,517               --
                                                     --------------  --------------  --------------   --------------
              NET INCOME                                    588,135         108,171       1,253,048           13,977
                                                     --------------  --------------  --------------   --------------
OTHER COMPREHENSIVE INCOME (LOSS):
    Unrealized gains (losses) on securities
      available-for-sale arising during period               15,371         223,546        (124,312)         222,292
                                                     --------------  --------------  --------------   --------------
              COMPREHENSIVE INCOME                   $      603,506  $      331,717  $    1,128,736   $      236,269
                                                     ==============  ==============  ==============   ==============
BASIC EARNINGS PER SHARE                             $         0.34  $         0.09  $         0.79   $         0.01
                                                     ==============  ==============  ==============   ==============
DILUTED EARNINGS PER SHARE                           $         0.34  $         0.09  $         0.79   $         0.01
                                                     ==============  ==============  ==============   ==============
CASH DIVIDENDS PER SHARE                             $           --  $           --  $           --   $           --
                                                     ==============  ==============  ==============   ==============
</TABLE>

See Notes to Consolidated Financial Statements.


                                        4
<PAGE>


                    INTEGRITY BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      2003               2002
                                                                 ---------------   ---------------
OPERATING ACTIVITIES
<S>                                                              <C>               <C>
    Net income                                                   $     1,253,048   $        13,977
    Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation                                                     122,091            77,322
        Provision for loan losses                                        682,806           268,984
        Increase in interest receivable                                 (295,950)         (178,415)
        Increase (decrease) in interest payable                          354,371           (34,339)
        Net other operating activities                                   167,860           (53,942)
                                                                 ---------------   ---------------
              Net cash provided by operating activities                2,284,226            93,587
                                                                 ---------------   ---------------
INVESTING ACTIVITIES
    Net increase in interest-bearing deposits in banks                  (223,176)          (27,141)
    Purchases of securities available-for-sale                       (19,150,470)       (2,994,925)
    Proceeds from maturities of securities available-for-sale          6,649,728         1,070,115
    Net increase in federal funds sold                                (8,059,000)         (381,000)
    Net increase in loans                                            (52,839,377)      (32,405,994)
    Purchase of premises and equipment                                (3,933,895)          (65,327)
                                                                 ---------------   ---------------
              Net cash used in investing activities                  (77,556,190)      (34,804,272)
                                                                 ---------------   ---------------
FINANCING ACTIVITIES
    Net increase in deposits                                          76,316,025        34,723,730
    Net decrease in federal funds purchased                           (3,115,000)       (1,799,000)
    Net decrease in securities sold under repurchase agreements               --        (1,000,000)
    Net proceeds from sale of common stock                             4,556,542         2,831,376
    Net proceeds from sale of treasury stock                                  --            74,745
                                                                 ---------------   ---------------
              Net cash provided by financing activities               77,757,567        34,830,851
                                                                 ---------------   ---------------
Net increase in cash and due from banks                                2,485,603           120,166

Cash and due from banks, beginning of period                           1,242,074           663,137
                                                                 ---------------   ---------------
Cash and due from banks, end of period                           $     3,727,677   $       783,303
                                                                 ===============   ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

    Cash paid during period for:
           Interest                                              $     1,877,435   $     2,266,145
           Income taxes                                          $        10,483   $          --

</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 six month  periods  ended
         June 30,  2003 are not  necessarily  indicative  of the  results  to be
         expected for the full year.


NOTE 2.  STOCK COMPENSATION PLANS

         At June 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 JUNE 30,
                                                                           -----------------------------------
                                                                                 2003                2002
                                                                           ----------------  -----------------

<S>                                                                        <C>               <C>
        Net income, as reported                                            $        588,135  $         108,171
        Deduct: Total stock-based employee compensation
              expense determined under fair value based
              method for all awards, net of tax                                      16,773                  0
                                                                           ----------------  -----------------
         Pro forma net income                                              $        571,362  $         108,171
                                                                           ================  =================
        Earnings per share:
           Basic - as reported                                             $            .34  $             .09
                                                                           ================  =================
           Basic - pro forma                                               $            .33  $             .09
                                                                           ================  =================
           Diluted - as reported                                           $            .34  $             .09
                                                                           ================  =================
           Diluted - pro forma                                             $            .33  $             .09
                                                                           ================  =================


</TABLE>

                                        6

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 2.  STOCK COMPENSATION PLANS (Continued)


<TABLE>
<CAPTION>


                                                                                  SIX MONTHS ENDED JUNE 30,
                                                                            -----------------------------------
                                                                                  2003                2002
                                                                            ------------------  ---------------

<S>                                                                         <C>                 <C>
         Net income, as reported                                            $      1,253,048    $        13,977
         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                                               $        924,781    $        13,977
                                                                            ================    ===============
         Earnings per share:
            Basic - as reported                                             $           0.79    $          0.01
                                                                            ================    ===============
            Basic - pro forma                                               $           0.58    $          0.01
                                                                            ================    ===============
            Diluted - as reported                                           $           0.79    $          0.01
                                                                            ================    ===============
            Diluted - pro forma                                             $           0.58    $          0.01
                                                                            ================    ===============
</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 JUNE 30,
                                                                           --------------------------------------
                                                                                  2003                 2002
                                                                           ------------------    ----------------
       Basic Earnings Per Share:
<S>                                                                       <C>                   <C>
          Weighted average common shares outstanding                                1,747,657           1,170,385
                                                                           ==================    ================
          Net income                                                       $          588,135    $        108,171
                                                                           ==================    ================
          Basic earnings per share                                         $             0.34    $           0.09
                                                                           ==================    ================
       Diluted Earnings Per Share:
          Weighted average common shares outstanding                                1,747,657           1,170,385
          Net effect of the assumed exercise of stock
             options based on the treasury stock method
             using average market prices for the year                                       0                   0
                                                                           ------------------    ----------------
          Total weighted average common shares and
             common stock equivalents outstanding                                   1,747,657           1,170,385
                                                                           ==================    ================
          Net income                                                       $          588,135    $        108,171
                                                                           ==================    ================
          Diluted earnings per share                                       $             0.34    $           0.09
                                                                           ==================    ================
</TABLE>

                                        7


<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3.  EARNINGS PER SHARE (Continued)

<TABLE>
<CAPTION>
                                                                                     SIX MONTHS ENDED JUNE 30,
                                                                             --------------------------------------
                                                                                    2003                 2002
                                                                             ------------------    ----------------
         Basic Earnings Per Share:
<S>                                                                         <C>                    <C>
            Weighted average common shares outstanding                                1,592,485           1,121,207
                                                                             ==================    ================
            Net income                                                       $        1,253,048    $         13,977
                                                                             ==================    ===============
            Basic earnings per share                                         $             0.79    $           0.01
                                                                             ==================    ===============
         Diluted Earnings Per Share:
            Weighted average common shares outstanding                                1,592,485           1,121,207
            Net effect of the assumed exercise of stock
               options based on the treasury stock method
               using average market prices for the year                                       0                   0
                                                                             ------------------    ----------------
            Total weighted average common shares and
               common stock equivalents outstanding                                   1,592,485           1,121,207
                                                                             ==================    ================

            Net income                                                       $        1,253,048    $         13,977
                                                                             ==================    ================
            Diluted earnings per share                                       $             0.79    $           0.01
                                                                             ==================    ================
</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.
                                        9


<PAGE>



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.

Liquidity and Capital Resources

We consider  our  liquidity  to be adequate to meet  operating  and loan funding
requirements at June 30, 2003. At June 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  23% 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                          9.44 %            9.25 %            4.00 %
        Risk-based capital ratios:
           Tier I capital                                9.52              9.29              4.00
           Total capital                                10.39             10.16              8.00
</TABLE>



Subsequent  to June 30, 2003 the company  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.

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


                                       10

<PAGE>



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:

                                                           JUNE 30,
                                                            2003
                                                     --------------------
                                                    (DOLLARS IN THOUSANDS)
             Commitments to extend credit            $            45,597
             Letters of credit                                       479
                                                     --------------------
                                                     $            46,076
                                                     ====================

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>

                                                          JUNE 30,           DECEMBER 31,
                                                            2003                 2002
                                                       ---------------     ---------------
                                                              (DOLLARS IN THOUSANDS)
                                                       -----------------------------------

<S>                                                    <C>                 <C>
Cash and due from banks                                $       3,728       $         1,242
Interest-bearing deposits in banks                               753                   530
Federal funds sold                                             8,059                     -
Securities                                                    23,204                10,750
Loans, net                                                   179,060               126,903
Premises and equipment                                         8,090                 4,266
Other assets                                                   1,008                   673
                                                       -------------       ---------------
                                                       $     223,902       $       144,364
                                                       =============       ===============

Deposits                                               $     196,449       $       120,133
Other borrowings                                               7,000                10,115
Other liabilities                                                949                   297
Stockholders' equity                                          19,504                13,819
                                                       -------------       ---------------
                                                       $     223,902       $       144,364
                                                       =============       ===============
</TABLE>

                                       11

<PAGE>



Our total assets grew at a rate of 55% for the first six months of 2003. Deposit
growth of $76.3 million was invested in loans, which increased by $52.2 million,
securities and federal fund sold,  which increased by $20.5 million and premises
and equipment, which increased by $3.8 million . Included in the $3.8 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 $3.8  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.  Our loan to deposit ratio  decreased to 92% at June 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  $5.7  million  due to net  income  of
$1,253,000,  proceeds  from the sale of  common  stock  in a  private  placement
offering of $4,557,000 and decreases of unrealized  gains on sales of securities
available-for-sale, net of tax, of $124,000.

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.

As of June 30, 2003 a deposit of $25,000 had been made on a land  purchase for a
Cobb  County,  Georgia  branch  location in an area  commonly  known as Vinings.
Subsequent  to June  30,  2003,  the  land  was  purchased  at a  total  cost of
$1,200,000.  The branch is  expected  to open in the Spring of 2004.  The branch
will be constructed by the same company who constructed the Roswell branch.




                                       12

<PAGE>



RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002 AND FOR
THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

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


<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED
                                                                JUNE 30,
                                                        2003                 2002
                                                   ----------------    ----------------
                                                          (DOLLARS IN THOUSANDS)
                                                   ------------------------------------
<S>                                                <C>                 <C>
Interest income                                    $         3,286     $          1,489
Interest expense                                             1,196                  712
                                                   ---------------     ----------------
Net interest income                                          2,090                  777
Provision for loan losses                                      350                  116
Other income                                                    31                   20
Other expense                                                  979                  573
                                                   ---------------     ----------------
Pretax income                                                  792                  108
Income taxes                                                   204                    -
                                                   ---------------     ----------------
Net income                                         $           588     $            108
                                                   ===============     ================

</TABLE>

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED
                                                                  JUNE 30,
                                                        2003                 2002
                                                   ----------------    ----------------
                                                          (DOLLARS IN THOUSANDS)
                                                   ------------------------------------
<S>                                                <C>                 <C>
Interest income                                    $         6,109     $          2,701
Interest expense                                             2,232                1,322
                                                   ---------------     ----------------
Net interest income                                          3,877                1,379
Provision for loan losses                                      683                  269
Other income                                                    59                   41
Other expense                                                1,796                1,137
                                                   ---------------     ----------------
Pretax income                                                1,457                   14
Income taxes                                                   204                    -
                                                   ---------------     ----------------
Net income                                         $         1,253     $             14
                                                   ================    ================
</TABLE>

Our net interest  income has  increased by  $1,313,000  and  $2,498,000  for the
second  quarter and first six months of 2003,  respectively,  as compared to the
same  periods in 2002.  Our net  interest  margin  increased to 4.31% during the
first six months of 2003 as  compared to 3.74% for the first six months of 2002.
The increases in net interest  income and net interest  margin are due primarily
to an increase in the average balance of loans  outstanding and to a decrease in
the overall cost of funds.



                                       13

<PAGE>


The provision for loan losses  increased by $234,000 and $414,000 for the second
quarter  and first six months of 2003,  respectively,  as  compared  to the same
periods in 2002. We incurred net  charge-offs of $20,000 in the first six months
of 2003 as  compared  to none in the first six  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 0.98% as of June 30, 2003 compared to 0.86% at December 31, 2002.

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


<TABLE>
<CAPTION>

                                                                                        JUNE 30,
                                                                           ------------------------------------
                                                                                 2003               2002
                                                                           -----------------   ----------------
                                                                                 (DOLLARS IN THOUSANDS)
                                                                           ------------------------------------
<S>                                                                        <C>                 <C>
Nonaccrual loans                                                           $              0    $             0
Loans contractually past due ninety days or more as to interest
   or principal payments and still accruing                                             550                  0
Restructured loans                                                                        0                  0
Potential problem loans                                                               1,461                  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.

                                       14

<PAGE>


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.

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



<TABLE>
<CAPTION>
                                                                                  SIX MONTHS ENDED
                                                                                      JUNE 30,
                                                                         ------------------------------------
                                                                               2003               2002
                                                                         -----------------   ----------------
                                                                               (DOLLARS IN THOUSANDS)
                                                                         ------------------------------------
<S>                                                                      <C>                 <C>
Average amount of loans outstanding                                      $        156,325    $        61,423
                                                                         ================   ================
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                     683                269
                                                                         ----------------   ----------------
Balance of allowance for loan losses at end of period                    $          1,768    $           661
                                                                         ================   ================
Ratio of net loans charged off during the period to
   average loans outstanding                                                        0.01%              0.00%
                                                                         ================   ================

</TABLE>

                                       15

<PAGE>

Other income has increased by $11,000 and $18,000  during the second quarter and
first six months of 2003, respectively, as compared to the same periods in 2002.
The increases are due primarily to increased service charges on deposit accounts
of $7,000 and $16,000, respectively.

Other expenses  increased by $406,000 and $659,000 during the second quarter and
first six months of 2003, respectively, as compared to the same periods in 2002.
The  increases are due to increased  salaries and employee  benefits of $228,000
and  $365,000,  respectively,  increased  occupancy  and  equipment  expenses of
$34,000 and $50,000,  respectively,  and increased other  operating  expenses of
$144,000  and  $244,000,  respectively.  Salaries  and  employee  benefits  have
increased due to the number of full time employees  increasing to 28 at June 30,
2003 from 17 at June 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. Occupancy and equipment expenses have increased as a result of
the new branch. Other operating expenses have increased due to the growth of the
Bank.

The  provision  for income  taxes was  $204,000 for the first six months of 2003
(effective  tax rate of 14%) as  compared  to none for the first  six  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 second 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.

                                       16


<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.

         Between  February and April of 2003 the Company sold 361,629  shares of
its common stock in a private  placement for $11.00 per share,  or $3,979,919 in
the  aggregate.  The Company  relied on an  exemption  from  registration  under
Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated  thereunder.
The sales  were made to  existing  shareholders  of the  Company  pursuant  to a
private placement memorandum.  Only subscriptions from accredited investors were
accepted.

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.

         (a)      The Annual Meeting of Shareholders was held on May 15, 2003.

         (b)      See (c) below  for the name of each  director  elected  at the
                  meeting  and the name of each  other  director  whose  term of
                  office as a director continued after the meeting.

         (c)      The  following  matters  were  voted on at the  meeting as was
                  previously identified in the Proxy materials forwarded to each
                  shareholder.  The shares represented at the meeting (1,363,411
                  or 78.4% of the total  outstanding  shares on the record date)
                  voted as follows:

         1.  Proposal  to elect 4 Class I  directors  to serve for a three  year
term.


<TABLE>
<CAPTION>

                      DIRECTOR                                 FOR                 AGAINST          ABSTAIN
                      --------                                 ---                 -------          -------
<S>                                                          <C>                   <C>              <C>
                  James F. Bridges                           1,363,411                   0                0
                  Clinton M. Day                             1,363,411                   0                0
                  Joseph J. Earnest                          1,363,411                   0                0
                  Alan K. Arnold                             1,363,411                   0                0
</TABLE>


                                       17

<PAGE>


         The other  directors  whose term of office  continued after the meeting
are Steven M. Skow, Don Hartsfield,  Jack Murphy,  Dick Peden,  Charles Puckett,
Neal Reynolds, and Robert Wholey.


2. Ratification of the Company's 2003 Stock Option Plan.


                 FOR                      AGAINST           ABSTAIN
                 ---                      -------           -------
               1,338,911                   24,500              0

3. Ratification of the Company's 2003 Director's Stock Option Plan.

                    FOR                   AGAINST           ABSTAIN
                    ---                   -------           -------
                 1,235,911                127,500              0


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)

     10.1 Employment Agreement with Steven M. Skow

     10.2 Employment Agreement with Rob Skeen

     10.3 Employment Agreement with Doug Ballard

     10.4 Employment Agreement with Rita Gray

     10.5 2003 Stock Option Plan

     10.6 2003 Directors' Stock Option Plan

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


                                       18
<PAGE>


         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.

                                       19

<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:  AUGUST 29, 2003             BY: /s/ Steven M.Skow
       ---------------                 ---------------------------------------
                                       Steven M.Skow, President and C.E.O.
                                       (Principal Executive Officer)


DATE:  AUGUST 29, 2003             BY: /s/ Jeff L. Sander
       ---------------                 ----------------------------------------
                                       Jeff L. Sanders, Senior VP - Finance
                                       (Principal Financial and Accounting
                                        Officer)


                                       20