U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE TRANSITION PERIOD FROM      TO
                                        .

                        COMMISSION FILE NUMBER: 000-28673


                             MARKET INTEGRITY, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)



                NEVADA                             86-0972808
   (STATE OR OTHER JURISDICTION OF    (I.R.S. EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)

                 1815 N. PLACITA BUENDIA, TUCSON, ARIZONA 85749
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

                                 (520) 731-9890
                           (ISSUER'S TELEPHONE NUMBER)


         (FORMER NAME,  FORMER  ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE
LAST REPORT.)


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   NONE

SECURITIES  REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $.001
PAR VALUE.

INDICATE  BY CHECK  MARK  WHETHER  THE  REGISTRANT:  (1) HAS FILED  ALL  REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ___.



<PAGE>





INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT  FILERS  PURSUANT TO ITEM 405
OF REGULATION  S-K IS NOT CONTAINED  HEREIN,  AND WILL NOT BE CONTAINED,  TO THE
BEST  OF  THE  REGISTRANT'S   KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR  INFORMATION
STATEMENTS  INCORPORATED  BY  REFERENCE  IN PART III OF THIS FORM  10-KSB OR ANY
AMENDMENT TO THIS FORM 10-KSB. X .

AT DECEMBER 31, 2002,  THE AGGREGATE  MARKET VALUE OF ALL SHARES OF VOTING STOCK
HELD BY NON-  AFFILIATES WAS $0.00. IN DETERMINING  THIS FIGURE,  THE REGISTRANT
HAS ASSUMED THAT ALL  DIRECTORS  AND  EXECUTIVE  OFFICERS ARE  AFFILIATES.  SUCH
ASSUMPTION SHALL NOT BE DEEMED  CONCLUSIVE FOR ANY OTHER PURPOSE.  THE NUMBER OF
SHARES  OUTSTANDING  OF EACH  CLASS  OF THE  REGISTRANT'S  COMMON  STOCK,  AS OF
DECEMBER  31,  2002,  WAS AS FOLLOWS:  COMMON  STOCK $.001 PAR VALUE,  1,000,000
SHARES.

TOTAL REVENUES FOR FISCAL YEAR ENDED DECEMBER 31, 2002: $0

AT DECEMBER  31,  2002,  THE NUMBER OF SHARES OF COMMON  STOCK  OUTSTANDING  WAS
1,000,000.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES    ; NO X



<PAGE>



                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

         The Company has not engaged in any operations other than organizational
matters.  Market  Integrity,  Inc., a Nevada  corporation  (the  "Company")  was
incorporated on July 24, 1997, and was formed specifically to be a "clean public
shell" and for the purpose of either  merging  with or  acquiring  an  operating
company with operating history and assets.

         The  primary  activity of the Company  has  involved  and will  involve
seeking  merger  or  acquisition  candidates  with whom it can  either  merge or
acquire.  The Company has not selected any company for acquisition or merger and
does not intend to limit  potential  acquisitions  candidates to any  particular
field or  industry,  but does  retain the right to limit  acquisition  or merger
candidates,  if it so chooses, to a particular field or industry.  The Company's
plans are in the conceptual stage only.

         The proposed business activities  described herein classify the Company
as a "blank  check" or "shell  company"  whose  sole  purpose at this time is to
locate  and  consummate  a merger  or  acquisition.  Many  states  have  enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not believe it will
undertake  any  efforts to cause a trading  market to  develop in the  Company's
securities  until such time as the  Company  has  successfully  implemented  its
business plan described  herein.  However,  if the Company intends to facilitate
the eventual creation of a public trading market in its outstanding  securities,
it must consider that the Company's securities, when available for trading, will
be subject to a Securities  and Exchange  Commission  rule that imposes  special
sales practice  requirements  upon  broker-dealers  who sell such  securities to
persons other than established customers or accredited  investors.  For purposes
of the  rule,  the  phrase  "accredited  investors"  means,  in  general  terms,
institutions  with assets in excess of $5,000,000,  or individuals  having a net
worth in excess of $1,000,000  or having an annual income that exceeds  $200,000
(or  that,  when  combined  with  a  spouse's  income,  exceeds  $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker- dealers to sell the Company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefor.

COMPETITION

         The Company expects to encounter substantial competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to attractive business opportunities.

EMPLOYEES

         The Company's only employee at the present time is its sole officer and
director,  who will devote as much time as he  determines  is necessary to carry
out the affairs of the Company.



<PAGE>



ITEM 2.  DESCRIPTION OF PROPERTY

         The Company has a working agreement with the Company president to share
use of 600 square feet of office  space,  telephones  and  secretarial  services
supplied on a gratis basis.

ITEM 3.  LEGAL PROCEEDINGS

         No material legal proceedings to which the Company (or its director and
officer in his capacity as such) is party or to which property of the Company is
subject is pending and no such material proceeding is known by management of the
Company to be contemplated.

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

         None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

         There has been no public trading market for the Company's common stock.
Holders  of common  stock are  entitled  to  receive  such  dividends  as may be
declared by the Company's  Board of Directors.  No dividends on the common stock
have been paid by the Company,  nor does the Company  anticipate  that dividends
will be paid in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OR PLAN OF OPERATION

         The  following  discussion  should  be read  in  conjunction  with  the
Financial Statements and notes thereto.

OPERATIONS

         The Company  intends to seek,  investigate  and, if such  investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which  desire to seek  perceived  advantages  of a
publicly held corporation.

         The Company  will not  restrict  its search to any  specific  business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout is purposefully general and is not meant to be
restrictive of the Company's  virtually  unlimited  discretion to search for and
enter into potential business opportunities.

         The  Company  may obtain  funds in one or more  private  placements  to
finance the operation of any acquired business, if necessary. Persons purchasing
securities in these placements and other  shareholders  will likely not have the
opportunity  to  participate in the decision  relating to any  acquisition.  The
Company's  proposed business is sometimes  referred to as a "blind pool" because
any investors will entrust their investment  monies to the Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's management, which will have


<PAGE>



unlimited discretion in searching for and entering into a business  opportunity.
The sole officer and director of the Company likely has had no experience in any
proposed  business of the Company.  There can be no  assurance  that the Company
will be able to raise any funds in private placement.

LIQUIDITY AND CAPITAL RESOURCES

         The Company remains in the development stage and, since inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholder's  equity.  The  Company's  balance  sheet as of December  31, 2002,
reflects a current asset value of $0.00, and a total asset value of $0.00.

         The Company will carry out its plan of business as discussed above. The
Company cannot  predict to what extent its liquidity and capital  resources will
be diminished prior to the consummation of a business combination or whether its
capital  will be  further  depleted  by the  operating  losses  (if  any) of the
business entity which the Company may eventually acquire.

RESULTS OF OPERATIONS

         During the period from October 20, 1999 through  December 31, 2002, the
Company  has  engaged in no  significant  operations  other than  organizational
activities  and  preparation  for  registration  of  its  securities  under  the
Securities Exchange Act of 1934. No revenues were received by the Company during
this period.

         For the current fiscal year, the Company  anticipates  incurring a loss
as a result of organizational  expenses,  expenses  associated with registration
under the Securities Exchange Act of 1934, and expenses associated with locating
and evaluating  acquisition  candidates.  The Company  anticipates  that until a
business  combination is completed with an  acquisition  candidate,  it will not
generate  revenues other than interest income,  and may continue to operate at a
loss after completing a business combination,  depending upon the performance of
the acquired business.

NEED FOR ADDITIONAL FINANCING

         The Company  believes  that its existing  capital will be sufficient to
meet the  Company's  cash  needs,  including  the costs of  compliance  with the
continuing  reporting  requirements  of the Securities  Exchange Act of 1934, as
amended, for a period of approximately two years. Accordingly,  in the event the
Company is able to  complete a  business  combination  during  this  period,  it
anticipates  that  its  existing  capital  will be  sufficient  to  allow  it to
accomplish the goal of completing a business combination. There is no assurance,
however,  that the available funds will ultimately prove to be adequate to allow
it to  complete  a business  combination,  and once a  business  combination  is
completed,  the Company's needs for additional  financing are likely to increase
substantially.


FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

         The discussion contained herein has been prepared by the Company and is
based on existing law as contained in the Code,  amended United States  Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this  Annual  Report.  No  assurance  can be given that future
legislative  enactments,  administrative  rulings  or court  decisions  will not
modify the legal basis for  statements  contained in this  discussion.  Any such
development may be applied retroactively to transactions  completed prior to the
date thereof, and could contain


<PAGE>



provisions  having an adverse  affect  upon the  Company  and the holders of the
Common Stock. In addition,  several of the issues dealt with in this summary are
the subjects of proposed and temporary Treasury Regulations. No assurance can be
given that these regulations will be finally adopted in their present form.

FORWARD LOOKING STATEMENT

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of  Operations  includes  a number of  forward-looking  statements  that
reflect  Management's  current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief or
current  expectations  of the Company and members of its management team as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by the Company in this report and in the Company's  other reports filed with the
Securities  and  Exchange  Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to differ  materially  from  those in
forward-looking  statements.  The Company  undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated  events or changes in the future  operating  results over time.
The Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations and the business and operations
of the Company.  No assurances are made that actual results of operations or the
results of the Company's future  activities will not differ  materially from its
assumptions.

ITEM 7.  FINANCIAL STATEMENTS

         The financial  statements  are included  beginning at F-1. See Index to
the Financial Statements.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

DIRECTORS AND EXECUTIVE OFFICERS.

         The members of the Board of  Directors  of the Company  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve  at the  pleasure  of  the  Board  of  Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.

         Daniel Hodges, 36, has been sole Director,  President,  Chief Financial
Officer  and  Secretary  of the Company  since  inception.  Mr.  Hodges has been
president and director of Solomon Consulting


<PAGE>



Corp.  which  specializes in corporate and securities  consulting since 1995. He
has owned and operated an industrial  manufacturing company,  "APRI, Inc." since
1998. He is currently on the board of directors of two charitable  organizations
as well as over 10  for-profit  corporations.  Within  the  past  year,  several
companies  that  maintain  a public  trading  status  have had Mr.  Hodges  as a
director including:  Avartarra.com (symbol:  AVAR),  Landstar,  Inc. (LDSR), and
Hyaton Company,  Inc. (HYTN). Mr. Hodges received his B.S. from Thomas A. Edison
State  College in  Trenton,  New Jersey.  He is also a graduate of the U.S.  Air
Force  Undergraduate Pilot Training program and is currently the rank of Captain
as an officer in the Air National Guard.

CONFLICTS OF INTEREST

         Certain  conflicts  of  interest  now exist and will  continue to exist
between the Company and its sole  officer and director due to the fact that each
has other  business  interests  to which he devotes his primary  attention.  Mr.
Hodges has organized, is an officer,  director and has a controlling interest in
more than 100 "blank check"  companies  whose business is similar to that of the
Company.  He may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

         Certain  conflicts  of interest  may exist  between the Company and its
sole director and officer,  Mr. Hodges, and conflicts may develop in the future.
The Company has not  established  policies or procedures  for the  resolution of
current or potential conflicts of interests.  There can be no assurance that Mr.
Hodges will  resolve all  conflicts  of  interest in favor of the  Company,  and
failure by Mr.  Hodges to conduct the Company's  business in the Company's  best
interest may result in liability to Mr. Hodges.  Mr. Hodges, as the sole officer
and director, is accountable to the Company as a fiduciary,  which means that he
is required to  exercise  good faith and  integrity  in handling  the  Company's
affairs. Shareholders who believe that the Company has been harmed by failure of
Mr. Hodges to  appropriately  resolve any conflict of interest  may,  subject to
applicable  rule  of  civil  procedure,  be able to  bring  a  class  action  or
derivative suit to enforce their rights and the Company's rights.

         The Company has no  arrangement,  understanding  or  intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section  16(a) of the Exchange Act,  requires the  Company's  officers,
directors and persons who  beneficially  own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent  beneficial  owners  also  are  required  by  rules  promulgated  by the
Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section 16(a) forms they file.

ITEM 10.  EXECUTIVE COMPENSATION

         No compensation is paid or anticipated to be paid by the Company. It is
possible that upon an acquisition  some  compensation may be paid to management.
On acquisition of a business  opportunity,  current management may resign and be
replaced  by  persons  associated  with  the  business   opportunity   acquired,
particularly if the Company participates in a business opportunity by effecting


<PAGE>



a reorganization,  merger or consolidation.  If any member of current management
remains after effecting a business opportunity  acquisition,  that member's time
commitment  will  likely  be  adjusted  based on the  nature  and  method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the  Company  will  not  have  the  opportunity  to vote on or  approve  such
compensation.

ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
1,000,000 shares of issued and outstanding  Common Stock,  including  options to
acquire stock of the Company as of December 31, 2001 and  information  as to the
ownership of the Company's Stock by each of its directors and executive officers
and by the  directors  and  executive  officers as a group.  Except as otherwise
indicated,  all shares are owned  directly,  and the persons  named in the table
have  sole  voting  and  investment  power  with  respect  to  shares  shown  as
beneficially owned by them.
<TABLE>
<CAPTION>
                                                                           # OF
NAME AND ADDRESS                        NATURE OF                         SHARES
OF BENEFICIAL OWNERS                    OWNERSHIP                         OWNED                   PERCENT
DIRECTORS

PRINCIPAL SHAREHOLDERS


<S>                                     <C>                                 <C>                     <C>
Daniel L. Hodges                        Common                              800,000                 80.00

DIRECTORS AND EXECUTIVE OFFICERS


Daniel L. Hodges                        Common                              800,000                 80.00

ALL EXECUTIVE OFFICERS AND
DIRECTORS AS A GROUP (1
PERSON)                                  Direct                             800,000                 80.00 %
                                         Options                            None                    None
                                         %
                                            Total                           800,000                 80.00 %
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In  connection  with  organizing  the  Company,  on December  15, 1997,
persons consisting of its officers, directors, and other individuals were issued
a total of 1,000  shares  of  Common  Stock at a value of $.001  per  share.  On
October  20,  1999,  the  outstanding  shares  were  forward  split  1,000 to 1,
resulting in a total of 1,000,000 shares outstanding. Under Rule 405 promulgated
under the  Securities  Act of 1933, Mr. Hodges may be deemed to be a promoter of
the Company.



<PAGE>



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report.

1.       FINANCIAL STATEMENTS                                               PAGE

Independent Auditors' Report...............................................F - 1

Balance Sheets
  December 31, 2002 and 2001 ..............................................F - 2

Statements of Operations for the
  Years Ended December 31, 2002 and 2001...................................F - 3

Statement of Stockholders' Equity for the
  Years Ended December 31, 2002 and 2001 ..................................F - 4

Statements of Cash Flows for the
  Years Ended December31, 2002 and 2001 ...................................F - 5

Notes to the Financial Statements
 December 31, 2002 and 2001 ...............................................F - 6

2.       FINANCIAL STATEMENT SCHEDULES

         The following  financial statement schedules required by Regulation S-X
are included herein.

         All  schedules  are  omitted  because  they are not  applicable  or the
required information is shown in the financial statements or notes thereto.

3.       EXHIBITS

         The following exhibits are included as part of this report:

Exhibit
Number   Title of Document

         *3       Articles of Incorporation

         *3.2     Bylaws

         *3.1     Amended Articles of Incorporation

         99.1     Certification  Pursuant to 18 U.S.C. Section 1350, As Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         99.2     Certification  Pursuant to 18 U.S.C. Section 1350, As Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



<PAGE>



(b)      Reports  on Form 8-K.  No  reports  on Form 8-K were  filed  during the
         period covered by this Form 10-KSB.

*        Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated February 11, 2000.

ITEM 14.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Annual  Report  on Form 10- KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  Annual  Report on Form  10-KSB  contains  any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading  with respect to the period  covered by this Annual
                  Report on Form 10-KSB, and

                  (ii) the financial statements, and other financial information
                  included in this Annual Report on Form 10-KSB,  fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this Annual Report on Form 10-KSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.

                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

MARKET INTEGRITY, INC.

By:   /s/ Daniel L. Hodges
      Daniel L. Hodges
      President, Chief Finance Officer and
      Director
Date: February 13, 2003












<PAGE>



I, Daniel L. Hodges, certify that:

         1.       I have  reviewed  this annual  report on form 10-KSB of Market
                  Integrity, Inc.

         2.       Based on my knowledge, this annual report does not contain any
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  annual report.

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this annual report,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of operations  and cash flows of the registrant as of,
                  and for, the periods presented in this annual report.

         4.       The  registrant's   other   certifying   officers  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  exchange  act rules
                  13a-14 and 15d-14) for the registrant and have:

         A)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

         5.       The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's  auditors and the audit committee of registrant's
                  board of  directors  (or  persons  performing  the  equivalent
                  functions):

         A)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

         6.       The  registrant's   other  certifying   officers  and  I  have
                  indicated  in this  annual  report  whether  or not there were
                  significant  changes in internal  controls or in other factors
                  that could  significantly  affect internal controls subsequent
                  to the  date of our  most  recent  evaluation,  including  any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.

Date: February 13, 2003

/s/
Daniel L. Hodges
President, CEO
(Principal Executive Officer)



<PAGE>


I, Daniel L. Hodges, certify that:

         1.       I have  reviewed  this annual  report on form 10-KSB of Market
                  Integrity, Inc..

         2.       Based on my knowledge, this annual report does not contain any
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  annual report.

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this annual report,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of operations  and cash flows of the registrant as of,
                  and for, the periods presented in this annual report.

         4.       The  registrant's   other   certifying   officers  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  exchange  act rules
                  13a-14 and 15d-14) for the registrant and have:

         A)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

         5.       The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's  auditors and the audit committee of registrant's
                  board of  directors  (or  persons  performing  the  equivalent
                  functions):

         A)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

B) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls.

         6. The registrant's  other certifying  officers and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: February 13, 2003

/s/
Daniel L. Hodges
Treasurer and Director
(Principal Financial and Accounting Officer)


<PAGE>





                          INDEPENDENT AUDITOR'S REPORT


Market Integrity, Inc.
(A Development Stage Company)

         We have audited the  accompanying  balance sheets of Market  Integrity,
Inc. (a  development  stage  company) as of December 31, 2002 and 2001,  and the
related statements of operations and cash flows for the two years ended December
31,  2002  and  the  statement  of  stockholders'  equity  from  July  24,  1997
(inception)  to  December  31,  2002.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the financial  position of Market Integrity,
Inc. (a  development  stage  company) as of December 31, 2002 and 2001,  and the
results of its  operations  and its cash flows for the two years ended  December
31, 2002 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

                                                    Respectfully submitted


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
February 13, 2003

                                      F - 1

<PAGE>



                                              MARKET INTEGRITY, INC.
                                           (A Development Stage Company)
                                                  BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                        December 31,
                                                            -------------------------------------
                                                                  2002                2001
                                                            -----------------   -----------------

<S>                                                         <C>                 <C>
Assets:                                                     $               -   $               -
                                                            =================   =================

Liabilities - Accounts Payable                              $           1,606   $           1,007
                                                            -----------------   -----------------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 shares at December 31,
    2002 and 2001                                                       1,000               1,000
  Paid-In Capital                                                       5,935               4,928
  Retained Deficit                                                     (1,200)             (1,200)
  Deficit Accumulated During the
    Development Stage                                                  (7,341)             (5,735)
                                                            -----------------   -----------------

     Total Stockholders' Equity                                        (1,606)             (1,007)
                                                            -----------------   -----------------

     Total Liabilities and
       Stockholders' Equity                                 $               -   $               -
                                                            =================   =================
</TABLE>
















         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                      F - 2

<PAGE>




                                              MARKET INTEGRITY, INC.
                                           (A Development Stage Company)
                                             STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                                   Cumulative
                                                                                      since
                                                                                   October 20,
                                                                                      1999
                                                                                    Inception
                                                 For the Year Ended                    of
                                                    December 31,                   Development
                                        -------------------------------------
                                               2002               2001                Stage
                                        ------------------  -----------------   -----------------
<S>                                     <C>                 <C>                 <C>
Revenues:                               $                -  $               -   $               -

Expenses:                                            1,606              2,794               7,341
                                        ------------------  -----------------   -----------------

     Net Loss                           $           (1,606) $          (2,794)  $          (7,341)
                                        ------------------  -----------------   -----------------

Basic & Diluted loss per share          $                -  $               -
                                        ==================  =================
</TABLE>



















         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                      F - 3

<PAGE>



                             MARKET INTEGRITY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
              SINCE JULY 29, 1997 (INCEPTION) TO DECEMBER 31, 2001
<TABLE>
<CAPTION>

                                                                                                              Deficit
                                                                                                            Accumulated
                                                                                                               During
                                                     Common Stock             Paid-In        Retained       Development
                                                 Shares        Par Value      Capital         Deficit          Stage
                                             --------------- -------------  ------------   -------------  ----------------
<S>                                          <C>             <C>            <C>            <C>            <C>
Balance at July 24, 1997 (inception)                       - $            - $           -  $            - $              -

December15, 1997 Issuance of Stock
for Services and payment
of Accounts Payable                                1,000,000         1,000             -               -                 -

Net Loss                                                   -             -             -          (1,100)                -
                                             --------------- -------------  ------------   -------------  ----------------
Balance at December 31, 1997                       1,000,000         1,000             -          (1,100)                -

Net Loss                                                   -             -             -            (100)                -
                                             --------------- -------------  ------------   -------------  ----------------
Balance at December 31, 1998                       1,000,000         1,000             -          (1,200)                -

Capital contributed by Shareholder                         -             -           350               -                 -
Net Loss                                                   -             -             -               -              (150)
                                             --------------- -------------  ------------   -------------  ----------------
Balance at December 31, 1999                       1,000,000         1,000           350          (1,200)             (150)

Capital contributed by Shareholder                         -             -         2,791               -                 -
Net Loss                                                   -             -             -               -            (2,791)
                                             --------------- -------------  ------------   -------------  ----------------
Balance at December 31, 2000                       1,000,000         1,000         3,141          (1,200)           (2,941)

Capital contributed by Shareholder                         -             -         1,787               -                 -
Net Loss                                                   -             -             -               -            (2,794)
                                             --------------- -------------  ------------   -------------  ----------------
Balance at December 31, 2001                         1000000          1000         4,928          (1,200)           (5,735)

Capital contributed by Shareholder                         -             -         1,007               -                 -
Net Loss                                                   -             -             -               -            (1,606)
                                             --------------- -------------  ------------   -------------  ----------------
Balance at December 31, 2002                       1,000,000 $       1,000  $      5,935   $      (1,200) $         (7,341)
                                             =============== =============  ============   =============  ================
</TABLE>



         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                      F - 4

<PAGE>



                                              MARKET INTEGRITY, INC.
                                           (A Development Stage Company)
                                             STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                    Since
                                                                                                 October 20,
                                                                                                     1999
                                                                                                  Inception
                                                              For the Years Ended                     of
                                                                 December 31,                    Development
                                                     -------------------------------------
                                                            2002               2001                 Stage
                                                     ------------------  -----------------    ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                  <C>                 <C>                  <C>
Net Loss                                             $           (1,606) $          (2,794)   $           (7,341)
Increase (Decrease) in Accounts Payable                             599              1,007                 1,406
                                                     ------------------  -----------------    ------------------
  Net Cash Used in operating activities                          (1,007)            (1,787)               (5,935)
                                                     ------------------  -----------------    ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
  investing activities                                                -                  -                     -
                                                     ------------------  -----------------    ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder                                1,007              1,787                 5,935
                                                     ------------------  -----------------    ------------------
Net Cash Provided by
  Financing Activities                                            1,007              1,787                 5,935
                                                     ------------------  -----------------    ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                           -                  -                     -
Cash and Cash Equivalents
  at Beginning of Period                                              -                  -                     -
                                                     ------------------  -----------------    ------------------
Cash and Cash Equivalents
  at End of Period                                   $                -  $               -    $                -
                                                     ==================  =================    ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                           $                -  $               -    $                -
  Franchise and income taxes                         $                -  $             115    $              415

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
</TABLE>

         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                      F - 5

<PAGE>



                             MARKET INTEGRITY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         The accompanying  financial  statements have been prepared on the basis
of accounting principles applicable to a "going concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $1,600  for the  year  ended  December  31,  2002 and  losses  of
approximately  $2,800 for the year ended  December  31,  2001,  has a  liquidity
problem,  and  requires  additional  financing  in order to finance its business
activities on an ongoing  basis.  The Company is actively  pursuing  alternative
financing and has had discussions  with various third parties,  although no firm
commitments have been obtained.

         The  Company's  future  capital  requirements  will  depend on numerous
factors  including,  but not limited to, continued progress in its searching for
business opportunities.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

         If the  Company  were unable to  continue  as a "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported revenues and expenses, and the
balance sheet classifications used.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary of  accounting  policies  for Market  Integrity,  Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

         The Company was  incorporated  under the laws of the State of Nevada on
July 24, 1997.  The Company  ceased all operating  activities  during the period
from July 24, 1997 to October 20, 1999 and was considered dormant. Since October
20, 1999, the Company is in the development stage, and has not commenced planned
principal operations.

                                      F - 6

<PAGE>



                             MARKET INTEGRITY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Nature of Business

         The Company has no products or services as of December  31,  2002.  The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Reclassifications

         Certain  reclassifications  have been  made in the  December  31,  2001
financial statements to conform with the December 31, 2002 presentation.

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.





                                      F - 7

<PAGE>



                             MARKET INTEGRITY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                                    Per-Share
                                                              Income              Shares               Amount
                                                           (Numerator)         (Denominator)

                                                                   For the year ended December 31, 2001
BASIC LOSS PER SHARE
<S>                                                     <C>                           <C>        <C>
Loss to common shareholders                             $           (1,606)           1,000,000  $                -
                                                        ==================  ===================  ==================

                                                                   For the year ended December 31, 2000
BASIC LOSS PER SHARE
Loss to common shareholders                             $           (2,794)           1,000,000  $                -
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for December 31, 2002 and 2001 and are thus not considered.

NOTE 3 - INCOME TAXES

         As  of  December  31,  2002,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $7,000 that may
be offset against future taxable income through 2022. Current tax laws limit the
amount of loss  available  to be offset  against  future  taxable  income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 5 - COMMITMENTS

         As of  December  31,  2002 all  activities  of the  Company  have  been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities

                                      F - 8

<PAGE>


                             MARKET INTEGRITY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 4 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  The  Company's  financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  However,  the Company does not have significant cash
or other material  assets,  nor does it have an  established  source of revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

..




                                      F - 9