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, 2001.

[ ] 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)

                 11601 E. Lusitano Place, Tucson, Arizona 85748
                   ------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (520) 731-9890
                             ----------------------
                           (Issuer's telephone number)


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, 2001,  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,  2001,  was as follows:  Common  Stock $.001 par value,  1,000,000
shares.

Total revenues for fiscal year ended December 31, 2001: $0

At December  31,  2001,  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.




                                             1

<PAGE>



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.

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.  At this time,  the Company has no plan,  proposal,
agreement,  understanding  or  arrangement to acquire or merge with any specific
business or company, and the Company has not identified any specific business or
company  for  investigation  and  evaluation.  No  person  has had any  material
discussions  with any other  company  with  respect to any  acquisition  of that
company.

        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

                                             2

<PAGE>





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 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, 2001,
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, 2001,  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

                                             3

<PAGE>



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  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.





                                             4

<PAGE>





                                    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, 35, 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  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

                                             5

<PAGE>



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
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.

                                                       # of
Name and Address                Nature of             Shares
of Beneficial Owners            Ownership             Owned            Percent
Directors

Principal Shareholders


Daniel L. Hodges                 Common               800,000             80.00

Directors and Executive Officers


Daniel L. Hodges                 Common               800,000             80.00


                                             6

<PAGE>





All Executive Officers and
Directors as a Group (1
person)                           Direct              800,000             80.00%
                                  Options               None              None %
                                    Total             800,000             80.00%

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.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS

         The  following  documents  are filed  herewith or have been included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

         Exhibit No. Exhibit

         *3 Articles of Incorporation

         *3.1 Amended Articles of Incorporation

         *3.2 Bylaws


         (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 16, 2000.













                                             7

<PAGE>


                                   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: March 7, 2002

                                             8

<PAGE>


                             MARKET INTEGRITY, INC.

                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2001 AND 2000






<PAGE>






                                           CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page

<S>                                                                                    <C>
Independent Auditor's Report...........................................................F - 1

Balance Sheets
  December 31, 2001 and 2000...........................................................F - 2

Statements of Operations
  For the Years Ended December 31, 2001 and 2000.......................................F - 3

Statement of Stockholders' Equity for the
 Period from July 24, 1997 (Inception) to December 31, 2001............................F - 4

Statements of Cash Flows
  For the Years Ended December 31, 2001 and 2000.......................................F - 5

Notes to Financial Statements..........................................................F - 6
</TABLE>



<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, 2001 and 2000,  and the
related statements of operations and cash flows for the two years ended December
31, 2001, and the statement of stockholders' equity for the period from July 24,
1997  (inception)  to December  31, 2001.  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, 2001 and 2000,  and the
results of its  operations  and its cash flows for the two years ended  December
31, 2001 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

                                                   Respectfully submitted



                                                   /S/ ROBISON, HILL & CO
                                                   Certified Public Accountants

Salt Lake City, Utah
February 26, 2002


                                            F - 1

<PAGE>



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


                                                          December 31,
                                                 -------------------------------
                                                      2001            2000
                                                 --------------  ---------------

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

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

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 shares at December 31,
    2001 and 2000                                         1,000            1,000
  Paid-In Capital                                         4,928            3,141
  Retained Deficit                                       (1,200)          (1,200)
  Deficit Accumulated During the
    Development Stage                                    (5,735)          (2,941)
                                                 --------------  ---------------

     Total Stockholders' Equity                          (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
                                 ------------------------------
                                      2001            2000            stage
                                 --------------  --------------  ---------------
<S>                              <C>             <C>             <C>
Revenues:                        $            -  $            -  $             -

Expenses:                                 2,794           2,791            5,735
                                 --------------  --------------  ---------------

     Net Loss                    $       (2,794) $       (2,791) $        (5,735)
                                 --------------  --------------  ---------------

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
       FOR THE PERIOD FROM JULY 24, 1997 (INCEPTION) TO DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                                                           Since
                                                                                        October 20,
                                                                                           1999
                                                                                       Inception of
                                           Common Stock         Paid-In    Retained     Development
                                        Shares     Par Value    Capital     Deficit        Stage
                                     ------------ -----------  ---------  -----------  -------------
<S>                                  <C>          <C>          <C>        <C>          <C>
Balance at July 24, 1997 (inception)            - $         -  $       -  $         -  $           -

December 15, 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            1,000,000 $     1,000  $   4,928  $    (1,200) $      (5,735)
                                     ============ ===========  =========  ===========  =============
</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
                                            --------------------
                                               2001      2000         Stage
                                            ---------- ---------  --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                         <C>        <C>        <C>
Net Loss                                    $   (2,794)$  (2,791) $       (5,735)
Increase (Decrease) in Accounts Payable          1,007         -             807
                                            ---------- ---------  --------------
  Net Cash Used in operating activities         (1,787)   (2,791)         (4,928)
                                            ---------- ---------  --------------

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

CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder               1,787     2,791           4,928
                                            ---------- ---------  --------------
Net Cash Provided by
  Financing Activities                           1,787     2,791           4,928
                                            ---------- ---------  --------------

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 $     100  $          415
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES: None

             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, 2001 and 2000


NOTE 1 - 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.

Nature of Business

        The Company has no products  or services as of December  31,  2001.  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.






                                            F - 6

<PAGE>



                             MARKET INTEGRITY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                                   (Continued)

NOTE 1 - 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                   $        (2,794)       1,000,000  $            -
                                              ===============  ===============  ==============


                                                    For the year ended December 31, 2000
Basic Loss per Share
Loss to common shareholders                   $        (2,791)       1,000,000  $           -
                                              ===============  ===============  ==============
</TABLE>

        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for December 31, 2001 and 2000 and are thus not considered.

NOTE 2 - INCOME TAXES

        As  of  December  31,  2001,  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 2021. 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.






                                            F - 7

<PAGE>


                             MARKET INTEGRITY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
                                   (Continued)

NOTE 3 - DEVELOPMENT STAGE COMPANY/GOING CONCERN

        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.

NOTE 4 - COMMITMENTS

        As of  December  31,  2001  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