EXHIBIT 1

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MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements and all information in the Annual Report have been prepared by management and approved by the Board of
Directors for the Company. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in Canada and, where appropriate, reflect management's best
estimates and judgements. Management is responsible for the accuracy, integrity and objectivity of the consolidated financial statements within reasonable limits of materiality and for the consistency
of financial data included in the text of the Annual Report with that contained in the consolidated financial statements.

To
assist management in the discharge of these responsibilities, the Company maintains a system of internal controls designed to provide reasonable assurance that its assets are
safeguarded, that only valid and authorized transactions are executed and that accurate, timely and comprehensive financial information is prepared.

The
Company's Audit Committee is appointed by the Board of Directors annually and is comprised of non-management directors. The Audit Committee meets with management as well
as with the independent auditors to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the consolidated financial statements and the
independent auditors' report. The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements for presentation to the
shareholders. The independent auditors have direct access to the Audit Committee of the Board of Directors.

The
consolidated financial statements have been independently audited by KPMG LLP, Chartered Accountants, on behalf of the shareholders, in accordance with generally accepted
auditing standards. Their report outlines the nature of their audit and expresses their opinion on the consolidated financial statements of the Company.

|(Signed)H. Greg ChamandyChairman of the Board
and Chief Executive Officer
November 27, 2002 |  | (Signed)Laurence G. SellynExecutive Vice-President, Finance
and Chief Financial Officer
|------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of Gildan Activewear Inc. as at September 29, 2002 and September 30, 2001 and the
consolidated statements of earnings, retained earnings and cash flows for the years ended September 29, 2002, September 30, 2001 and October 1, 2000. 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 Canadian generally accepted auditing standards and United States generally accepted auditing standards. Those standards require that we plan
and perform an audit to obtain reasonable assurance 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.

In
our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 29, 2002 and
September 30, 2001 and the results of its

43

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operations and its cash flows for the years ended September 29, 2002, September 30, 2001 and October 1, 2000 in accordance with Canadian generally accepted accounting principles.

|(Signed)KPMG LLPChartered Accountants
Montreal, Canada
November 27, 2002 |  | 
|------------------------------------------------------------------------ |  | 

44

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CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

September 29,
2002 and September 30, 2001
(In Canadian dollars)

|                                                |                                            | 2002 |             | 2001       
|----------------------------------------------- | ------------------------------------------ | ---- | ----------- | -----------
|Assets                                          |                                            |      |             |            
|Current assets:                                 |                                            |      |             |            
|                                                | Cash and cash equivalents                  |      | $           | 70,905,497 
|                                                | Accounts receivable                        |      |             | 87,746,113 
|                                                | Inventories                                |      |             | 112,970,468
|                                                | Prepaid expenses and deposits              |      |             | 3,656,987  
|                                                | Future income taxes (note 8)               |      |             | 5,028,000  
|                                                |                                            |      |             |            
|                                                |                                            |      | 280,307,065 |            
|Fixed assets (note 2)                           |                                            |      | 209,247,348 |            
|Future income taxes (note 8)                    |                                            |      |            |            
|Other assets (note 3)                           |                                            |      | 7,084,926   |            
|                                                |                                            |      |             |            
|                                                |                                            | $    | 496,639,339 |            
|                                                |                                            |      |             |            
|Liabilities and Shareholders' Equity            |                                            |      |             |            
|Current liabilities:                            |                                            |      |             |            
|                                                | Accounts payable and accrued liabilities   |      | $           | 82,167,747 
|                                                | Income taxes payable                       |      |             | 3,063,050  
|                                                | Current portion of long-term debt (note 4) |      |             | 6,249,039  
|                                                |                                            |      |             |            
|                                                |                                            |      | 91,479,836  |            
|Long-term debt (note 4)                         |                                            |      | 114,866,404 |            
|Future income taxes (note 8)                    |                                            |      | 20,385,000  |            
|Shareholders' equity:                           |                                            |      |             |            
|                                                | Share capital (note 5)                     |      |             | 104,924,975
|                                                | Contributed surplus                        |      |             | 322,866    
|                                                | Retained earnings                          |      |             | 164,660,258
|                                                |                                            |      |             |            
|                                                |                                            |      | 269,908,099 |            
|                                                |                                            |      |             |            
|Commitments and contingent liabilities (note 7) |                                            |      |             |            
|                                                |                                            | $    | 496,639,339 |            
|                                                |                                            |      |             |            

See
accompanying notes to consolidated financial statements.

On
behalf of the Board:

|(Signed) H. Greg Chamandy
Director |  | (Signed) Robert M. Baylis
Director
|---------------------------------- |  | ----------------------------------

45

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CONSOLIDATED STATEMENTS OF EARNINGS

Years
ended September 29, 2002, September 30, 2001 and October 1, 2000
(In Canadian dollars)

|                                                      |         | 2002 |             | 2001 |   | 2000       
|----------------------------------------------------- | ------- | ---- | ----------- | ---- | - | -----------
|Sales                                                 |         | $    | 600,660,380 |      | $ | 504,867,353
|Cost of sales (note 9)                                |         |      | 431,996,459 |      |   | 398,566,740
|                                                      |         |      |             |      |   |            
|Gross profit                                          |         |      | 168,663,921 |      |   | 106,300,613
|Selling, general and administrative expenses (note 9) |         |      | 63,926,673  |      |   | 76,074,745 
|                                                      |         |      |             |      |   |            
|Earnings before the undernoted items                  |         |      | 104,737,248 |      |   | 30,225,868 
|Depreciation and amortization (note 9)                |         |      | 17,591,885  |      |   | 16,208,560 
|Interest (note 4)                                     |         |      | 13,341,823  |      |   | 13,628,350 
|Debt prepayment charge (note 4)                       |         |      |            |      |   |           
|                                                      |         |      |             |      |   |            
|                                                      |         |      | 30,933,708  |      |   | 29,836,910 
|                                                      |         |      |             |      |   |            
|Earnings before income taxes                          |         |      | 73,803,540  |      |   | 388,958    
|Income taxes (recovery) (note 8)                      |         |      | 7,312,000   |      |   | (427,000   
|                                                      |         |      |             |      |   |            
|Net earnings                                          |         | $    | 66,491,540  |      | $ | 815,958    
|                                                      |         |      |             |      |   |            
|Earnings per share: (note 10)                         |         |      |             |      |   |            
|                                                      | Basic   |      | $           | 2.33 |   | $          
|                                                      | Diluted |      |             | 2.26 |   |            

See
accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

Years
ended September 29, 2002, September 30, 2001 and October 1, 2000
(In Canadian dollars)

|                                     |  | 2002 |             | 2001 |   | 2000      
|------------------------------------ |  | ---- | ----------- | ---- | - | ----------
|Retained earnings, beginning of year |  | $    | 98,168,718  |      | $ | 97,352,760
|Net earnings                         |  |      | 66,491,540  |      |   | 815,958   
|                                     |  |      |             |      |   |           
|Retained earnings, end of year       |  | $    | 164,660,258 |      | $ | 98,168,718
|                                     |  |      |             |      |   |           

See
accompanying notes to consolidated financial statements.

46

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Years
ended September 29, 2002, September 30, 2001 and October 1, 2000
(In Canadian dollars)

|                                                             |                                                   | 2002                                     |             | 2001        |             | 2000        |            
|------------------------------------------------------------ | ------------------------------------------------- | ---------------------------------------- | ----------- | ----------- | ----------- | ----------- | -----------
|Cash and cash equivalents, beginning of year                 |                                                   | $                                        |            |             | $           | 33,492,381  |            
|Cash flows from operating activities:                        |                                                   |                                          |             |             |             |             |            
|                                                             | Net earnings                                      |                                          |             | 66,491,540  |             |             | 815,958    
|                                                             | Adjustments for:                                  |                                          |             |             |             |             |            
|                                                             |                                                   | Depreciation and amortization            |             |             | 17,591,885  |             |            
|                                                             |                                                   | Future income taxes                      |             |             | 5,013,000   |             |            
|                                                             |                                                   | Loss (gain) on disposal of fixed assets  |             |             | 949,092     |             |            
|                                                             |                                                   | Foreign exchange loss (gain)             |             |             | 3,443,038   |             |            
|                                                             | Net changes in non-cash working capital balances: |                                          |             |             |             |             |            
|                                                             |                                                   | Accounts receivable                      |             |             | 38,170,839  |             |            
|                                                             |                                                   | Inventories                              |             |             | 65,380,407  |             |            
|                                                             |                                                   | Prepaid expenses and deposits            |             |             | 599,018     |             |            
|                                                             |                                                   | Accounts payable and accrued liabilities |             |             | (21,026,308 | )           |            
|                                                             |                                                   | Income taxes payable                     |             |             | 1,488,272   |             |            
|                                                             |                                                   |                                          |             |             |             |             |            
|                                                             |                                                   |                                          | 178,100,783 |             |             | (12,343,056 | )          
|Cash flows from financing activities:                        |                                                   |                                          |             |             |             |             |            
|                                                             | (Decrease) increase in revolving bank loan        |                                          |             | (35,083,026 | )           |             | 35,083,026 
|                                                             | Repayment of capital leases                       |                                          |             | (5,119,718  | )           |             | (5,164,290 
|                                                             | Increase in other long-term debt                  |                                          |             | 2,974,000   |             |             |           
|                                                             | Repayment of other long-term debt                 |                                          |             | (6,433,817  | )           |             | (2,209,780 
|                                                             | Issue of common shares, net                       |                                          |             | 4,563,338   |             |             | 986,726    
|                                                             | Increase in deferred financing charges            |                                          |             | (1,086,020  | )           |             | (405,514   
|                                                             |                                                   |                                          |             |             |             |             |            
|                                                             |                                                   |                                          | (40,185,243 | )           |             | 28,290,168  |            
|Cash flows from investing activities:                        |                                                   |                                          |             |             |             |             |            
|                                                             | Decrease in loans                                 |                                          |             | 150,000     |             |             | 150,000    
|                                                             | Purchase of fixed assets, net of disposals        |                                          |             | (65,764,900 | )           |             | (49,149,541
|                                                             | Decrease (increase) in advances                   |                                          |             |            |             |             | 259,153    
|                                                             | Increase in other assets                          |                                          |             | (1,545,301  | )           |             | (542,352   
|                                                             |                                                   |                                          |             |             |             |             |            
|                                                             |                                                   |                                          | (67,160,201 | )           |             | (49,282,740 | )          
|Effect of exchange rate changes on cash and cash equivalents |                                                   |                                          | 150,158     |             |             | (156,753    | )          
|                                                             |                                                   |                                          |             |             |             |             |            
|Cash and cash equivalents, end of year                       |                                                   | $                                        | 70,905,497  |             | $           |            |            
|                                                             |                                                   |                                          |             |             |             |             |            

Supplemental
disclosure of cash flow information (note 14)

See
accompanying notes to consolidated financial statements.

47

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    Years ended September 29, 2002, September 30, 2001 and October 1, 2000    (In Canadian dollars)

Gildan
Activewear Inc. (the "Company") is incorporated under the Canada Business Corporations Act. Its principal business activity is the manufacture and sale of activewear apparel. The
Company's fiscal year ends on the first Sunday following September 28. All references to 2002, 2001 and 2000 represent the fiscal years ended September 29, 2002, September 30,
2001 and October 1, 2000.

1.    SIGNIFICANT ACCOUNTING POLICIES:

The consolidated financial statements are expressed in Canadian dollars and have been prepared in accordance with accounting principles generally accepted in
Canada. These principles conform, in all material respects, with accounting principles generally accepted in the United States, except as described in note 16. The principal accounting policies
of the Company are summarized as follows:

The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated
on consolidation.

The
Company considers all liquid investments with maturities of three months or less when acquired to be cash equivalents.

Inventories
are stated at the lower of cost and market value. Cost is established based on the first-in, first-out method. Market value is defined as replacement
cost for raw materials and net realizable value for work in process and finished goods.

Fixed
assets are recorded at cost. Depreciation and amortization are calculated on a straight-line basis at the following annual rates:

|Asset                          |  | Rate        
|------------------------------ |  | ------------
|Buildings and improvements     |  | 21/2% to 20%
|Equipment                      |  | 62/3% to 25%
|Equipment under capital leases |  | 5% to 25%   

The
costs of obtaining long-term financing are deferred and amortized on a straight-line basis over the term of the related debt, ranging over a period of 3 to
7 years. Plant start-up costs are deferred and amortized over 2 years. The amortization of these charges is included in depreciation and amortization.

The
preparation of financial statements in conformity with generally accepted accounting principles requires 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.

Monetary
assets and liabilities denominated in foreign currencies are translated at the rates of exchange at the balance sheet date. Other balance sheet items denominated in foreign
currencies are translated at the

48

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rates prevailing at the respective transaction dates. Income and expenses denominated in foreign currencies are translated at average rates prevailing during the year. Gains or losses on foreign
exchange are recorded in the consolidated statements of earnings.

The
foreign subsidiaries are considered to be integrated foreign operations and their accounts have been translated using the temporal method with translation gains and losses included
in the consolidated statements of earnings.

In
November 2001, the Canadian Institute of Chartered Accountants ("CICA") issued revisions to Handbook Section 1650 "Foreign Currency Translation". The new recommendations
eliminate the deferral and amortization of unrealized foreign currency translation gains and losses on foreign currency denominated monetary items that have a fixed or ascertainable life extending
beyond the end of the fiscal year following the current reporting period. The new recommendations also require the disclosure of foreign exchange gains (losses) included in the consolidated statements
of earnings which, for fiscal 2002, amounted to $(968,633) (2001  ($1,906,216); 2000  $2,750,207). The change was adopted
retroactively. There is no impact on the Company's consolidated financial position, results of operations and cash flows as a result of adopting these recommendations.

Sales
are recognized upon shipment of products to customers since title passes upon shipment. At the time of sale, estimates are made based upon existing programs for customer price
discounts and rebates. Accruals required for new programs which relate to prior sales are recorded at the time the new program is introduced.

The
Company may periodically use derivative financial instruments, such as forward foreign exchange contracts and cross-currency swap and cross-currency interest rate swap arrangements
to manage risks related to fluctuations in exchange rates and interest rates. Derivative financial instruments are not used for trading purposes. Forward foreign exchange contracts are entered into
with maturities of no longer than twelve months. Gains and losses on forward foreign exchange contracts are recognized through income and generally offset transaction losses or gains on the foreign
currency cash flows, which they are intended to hedge. Gains and losses on swap arrangements are recognized and charged to income on a basis that corresponds with changes in the related underlying
item.

The
Company utilizes the asset and liability method for accounting for income taxes which requires the establishment of future tax assets and liabilities, measured at substantially
enacted tax rates, for all temporary differences caused when the tax bases of assets and liabilities differ from those reported in the financial statements. Future income tax assets are evaluated and
if realization is not considered to be more likely than not, a valuation allowance is provided.

In
December 2001, the CICA issued Handbook Section 3870, with respect to the accounting for stock-based compensation and other stock-based payments. The new
recommendations, which are effective for fiscal years beginning on or after January 1, 2002, require that all stock-based payments to non-employees, and employee awards that are
direct awards of stock, call for settlement in cash or other assets, or are stock appreciation rights that call for settlement by the issuance of equity instruments, granted on or after adoption of
the standard be accounted for using the fair value method. The Company presently does not have any such awards which must be accounted for using the fair value method. For all other stock-based
employee compensation awards, the new standards permit the Company to continue to follow its existing policy of using the settlement date method of accounting. Under this method, no compensation
expense is recognized when such stock-based compensation awards are issued to employees.

The
Company has employee share purchase plans and a stock option plan which are described in notes 5 and 6 respectively. No compensation expense is recognized under the
stock-based compensation

49

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plans. Any consideration paid by employees on exercise of stock options or purchase of stock is credited to share capital.

The
Company will be adopting these recommendations prospectively starting in the first quarter of fiscal 2003. The new standards will require that the Company disclose the
pro forma effect of accounting for all stock-based awards granted following adoption of the standard using the fair value-based method. In the first year of application, comparative disclosures
need not be provided for prior years.

The
Company offers group defined contribution plans to eligible employees whereby the Company matches employees' contributions up to a fixed percentage of the employee's salary.
Contributions by the Company to trustee-managed investment portfolios are expensed as incurred. The Company does not provide its employees with post-retirement defined benefit pensions,
health, insurance and other benefits.

Basic
earnings per share are computed by dividing net earnings by the weighted average number of common shares outstanding for the year. Diluted earnings per share are computed in the
same manner except the weighted average number of common shares outstanding for the period is increased to include additional shares from the assumed exercise of options, if dilutive. The number of
additional shares is calculated by assuming that outstanding options are exercised and that the proceeds from such exercises are used to repurchase common shares at the average share price for the
period.

Research
and investment tax credits and government grants are recorded as a reduction of the related expense or the cost of the assets acquired. Tax credits are recorded in the accounts
when reasonable assurance exists that they will be realized.

2.    FIXED ASSETS:

|                               |  | 2002
|------------------------------ |  | ----
|
|Land                           |  | $   
|Buildings and improvements     |  |     
|Equipment                      |  |     
|Equipment under capital leases |  |     
|                               |  |     
|                               |  | $   
|                               |  |     

|                               |  | 2001
|------------------------------ |  | ----
|
|Land                           |  | $   
|Buildings and improvements     |  |     
|Equipment                      |  |     
|Equipment under capital leases |  |     
|Construction in progress       |  |     
|                               |  |     
|                               |  | $   
|                               |  |     

Depreciation
expense in fiscal 2002 was $15,297,250 (2001  $13,265,489; 2000  $8,294,238).

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During
fiscal 2002, fixed assets were acquired at an aggregate cost of $74,526,963 (2001  $55,908,925;
2000  $48,917,442), $1,024,508 of which were acquired by means of capital leases (2001  $88,928;
2000  nil).

3.    OTHER ASSETS:

|                                                  |  | 2002 |           | 2001
|------------------------------------------------- |  | ---- | --------- | ----
|Loans to directors and officers (note 11)         |  | $    | 900,000   |     
|Deferred charges, net of accumulated amortization |  |      | 2,722,500 |     
|Prepaid equipment rental                          |  |      | 940,651   |     
|Deposits                                          |  |      | 1,157,775 |     
|Cross-currency swap                               |  |      | 1,164,000 |     
|Other                                             |  |      | 200,000   |     
|                                                  |  |      |           |     
|                                                  |  | $    | 7,084,926 |     
|                                                  |  |      |           |     

4.    LONG-TERM DEBT:

|                                                                                                                                 |  | 2002 |             | 2001
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----------- | ----
|Secured:                                                                                                                         |  |      |             |     
|Senior notes (US$70,000,000)                                                                                                     |  | $    | 110,271,000 |     
|Revolving bank loan                                                                                                              |  |      |            |     
|Obligations under capital leases, bearing interest at rates varying from 5.21% to 16.08%, maturing at various dates through 2005 |  |      | 7,026,062   |     
|Term loans, bearing interest at rates from 7.58% to 8.15%, maturing at various dates through 2004                                |  |      | 687,951     |     
|                                                                                                                                 |  |      |             |     
|                                                                                                                                 |  |      | 117,985,013 |     
|Current portion of secured debt                                                                                                  |  |      | 5,570,277   |     
|                                                                                                                                 |  |      |             |     
|                                                                                                                                 |  | $    | 112,414,736 |     
|                                                                                                                                 |  |      |             |     
|Unsecured:                                                                                                                       |  |      |             |     
|Term loans, bearing interest at rates up to 6% per annum, maturing at various dates through 2008                                 |  | $    | 3,130,430   |     
|Current portion of unsecured debt                                                                                                |  |      | 678,762     |     
|                                                                                                                                 |  |      |             |     
|                                                                                                                                 |  | $    | 2,451,668   |     
|                                                                                                                                 |  |      |             |     
|Total unsecured and secured long-term debt                                                                                       |  | $    | 114,866,404 |     
|                                                                                                                                 |  |      |             |     

Included
in interest expense is an amount of $13,439,948 (2001  $13,720,931; 2000  $10,008,673) of interest
on long-term debt.

The
senior notes are repayable in four equal annual installments commencing in June 2004, bear interest at 9.51% on US$55,000,000 and 9.88% on US$15,000,000 and are secured by
tangible and intangible property of the Company.

During
fiscal 2000, the foreign currency risk associated with the senior notes was fully hedged through the use of a cross-currency interest rate swap arrangement under which the Company
had fixed repayments on the senior notes of US$70,000,000 into CDN$104,839,000. All quarterly interest payments relating to this debt were converted to Canadian dollars to yield an effective interest
rate of 8.705% on $82,373,500 and 9.1% on $22,465,500 for the term of the debt, for a composite rate of 8.79% for fiscal 2000.

During
fiscal 2001, the Company cancelled US$55 million of the cross-currency interest rate swap arrangement. A gain of approximately $1.6 million was realized on the
cancellation of the swap arrangement

51

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which amount is being deferred and amortized over the term of the senior notes. As at September 29, 2002, approximately $1.0 million
(2001  $1.3 million) of the gain remains deferred on the consolidated balance sheet in accounts payable and accrued liabilities. The combined effective
interest rate on the senior notes for fiscal 2002 was 9.43% (2001 was 9.42%) excluding the effect of the amortization of the gain realized on the cancellation of the swap.

The
Company has a revolving term credit facility for a maximum of $150,000,000 or the equivalent amount thereof in US dollars which matures in July 2005. The facility is secured
by a first ranking moveable hypothec and security interest on the majority of the Company's accounts receivable, inventories, intangible assets, equipment and tangible moveable assets. There was no
balance outstanding under this facility at September 29, 2002. The effective interest rate at September 30, 2001 was 6.88% on US dollar denominated loans and 5.63% on Canadian dollar
denominated loans under this facility.

During
fiscal 2000, the Company used the proceeds of its issue of senior notes to repay its unsecured debentures and all of the outstanding indebtedness under its revolving bank
facility. A prepayment penalty and the write-off of the unamortized deferred financing costs related to these loans, totalling $2,344,682, were expensed as a debt prepayment charge in the
consolidated statement of earnings.

Under
various financing arrangements with its bankers and other long-term lenders, the Company is required to meet certain covenants. The Company was in compliance with all
of these covenants as at September 29, 2002 and September 30, 2001.

Principal
payments due on long-term debt, other than obligations under capital leases, are as follows:

|Fiscal year |  |  
|----------- |  | -
|2003        |  | $
|2004        |  |  
|2005        |  |  
|2006        |  |  
|2007        |  |  
|Thereafter  |  |  
|            |  |  
|            |  | $
|            |  |  

Future
minimum lease payments under capital leases are as follows:

|Fiscal year                  |  |  
|---------------------------- |  | -
|2003                         |  | $
|2004                         |  |  
|2005                         |  |  
|                             |  |  
|Total minimum lease payments |  |  
|Less imputed interest        |  |  
|                             |  |  
|                             |  | $
|                             |  |  

52

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5.    SHARE CAPITAL:

|                                                             |                                                                      | 2002                                                |           | 2001      
|------------------------------------------------------------ | -------------------------------------------------------------------- | --------------------------------------------------- | --------- | ----------
|
|Authorized without limit as to number and without par value: |                                                                      |                                                     |           |           
|                                                             | First preferred shares, issuable in series, non-voting               |                                                     |           |           
|                                                             | Second preferred shares, issuable in series, non-voting              |                                                     |           |           
|                                                             | Class A subordinate voting shares, participating, one vote per share |                                                     |           |           
|                                                             | Class B multiple voting shares, participating, eight votes per share |                                                     |           |           
|Issued and outstanding:                                      |                                                                      |                                                     |           |           
|                                                             | Class A subordinate voting shares:                                   |                                                     |           |           
|                                                             |                                                                      | Total outstanding, beginning of year                |           | 22,095,460
|                                                             |                                                                      | Shares issued under employee share purchase plan    |           | 8,096     
|                                                             |                                                                      | Shares issued pursuant to exercise of stock options |           | 723,408   
|                                                             |                                                                      |                                                     |           |           
|                                                             |                                                                      | Total outstanding, end of year                      |           | 22,826,964
|                                                             | Class B multiple voting shares                                       |                                                     | 6,094,000 |           
|                                                             |                                                                      |                                                     |           |           
|                                                             |                                                                      | 28,920,964                                          |           | $         
|                                                             |                                                                      |                                                     |           |           

The
Company has employee share purchase plans which allow eligible employees to authorize payroll deductions of up to 10% of their salary to purchase, from treasury, Class A
subordinate voting shares of the Company at a price of 90% of the then current stock price as defined in the plans. Employees purchasing shares under the plans must hold the shares for a minimum of
one year. The Company has reserved 700,000 Class A subordinate voting shares for issuance under the plans.

6.    STOCK OPTION PLAN:

The Company has established a stock option plan (the "Plan"). Under the Plan, the Company may grant options to purchase Class A subordinate voting shares
at the then current market price to officers, other key employees and directors of the Company. Options vest ratably over a two to four-year period from the date of grant and expire no
more than ten years after the date of grant. The Plan provides that the number of Class A subordinate voting shares reserved for issuance upon the exercise of options granted thereunder shall
not exceed 2,768,888 shares.

Changes
in outstanding options were as follows:

|                                        |  | Number    |  | Weighted average price
|--------------------------------------- |  | --------- |  | ----------------------
|Options outstanding, October 1, 2000    |  | 1,647,236 |  | $                     
|Granted                                 |  | 596,540   |  |                       
|Exercised                               |  | 150,132   |  |                       
|                                        |  |           |  |                       
|Options outstanding, September 30, 2001 |  | 2,093,644 |  |                       
|Granted                                 |  | 163,552   |  |                       
|Exercised                               |  | 723,408   |  |                       
|Cancelled                               |  | 104,834   |  |                       
|                                        |  |           |  |                       
|Options outstanding, September 29, 2002 |  | 1,428,954 |  | $                     
|                                        |  |           |  |                       

53

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The
following table summarizes information about stock options outstanding and exercisable at September 29, 2002:

|              |  | Options outstanding |  |   |       | 
|------------- |  | ------------------- |  | - | ----- | 
|
|
|$5.15$5.75   |  | 323,032             |  | $ | 5.27  | 
|$6.63$9.75   |  | 189,521             |  |   | 8.47  | 
|$14.38$19.70 |  | 228,032             |  |   | 16.70 | 
|$20.00$25.68 |  | 408,569             |  |   | 24.44 | 
|$27.00$35.12 |  | 279,800             |  |   | 31.17 | 
|              |  |                     |  |   |       | 
|              |  | 1,428,954           |  | $ | 18.07 | 
|              |  |                     |  |   |       | 

7.    COMMITMENTS AND CONTINGENT LIABILITIES:

|Fiscal year |  |  
|----------- |  | -
|2003        |  | $
|2004        |  |  
|2005        |  |  
|2006        |  |  
|2007        |  |  
|Thereafter  |  |  
|            |  |  
|            |  | $
|            |  |  

8.    INCOME TAXES:

The income tax provision differs from the amount computed by applying the combined Canadian federal and provincial tax rates to earnings before income taxes. The
reasons for the difference and the related tax effects are as follows:

|                                                            |                                                                   | 2002 |            | 2001        |   | 2000     |           
|----------------------------------------------------------- | ----------------------------------------------------------------- | ---- | ---------- | ----------- | - | -------- | ----------
|Combined basic Canadian federal and provincial income taxes |                                                                   | $    | 25,979,000 |             | $ | 149,000  |           
|Increase (decrease) in income taxes resulting from:         |                                                                   |      |            |             |   |          |           
|                                                            | Manufacturing and processing credit                               |      |            | (195,000    | ) |          | 821,000   
|                                                            | Effect of different tax rates on earnings of foreign subsidiaries |      |            | (22,639,000 | ) |          | (4,861,000
|                                                            | Effect of non-deductible expenses and other                       |      |            | 4,167,000   |   |          | 3,464,000 
|                                                            |                                                                   |      |            |             |   |          |           
|                                                            |                                                                   | $    | 7,312,000  |             | $ | (427,000 | )         
|                                                            |                                                                   |      |            |             |   |          |           

54

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The
components of income tax expense (recovery) are as follows:

|                     |  | 2002 |           | 2001 |   | 2000    
|-------------------- |  | ---- | --------- | ---- | - | --------
|Current income taxes |  | $    | 2,299,000 |      | $ | (159,000
|Future income taxes  |  |      | 5,013,000 |      |   | (268,000
|                     |  |      |           |      |   |         
|                     |  | $    | 7,312,000 |      | $ | (427,000
|                     |  |      |           |      |   |         

Future
income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. Significant components of the Company's future tax position are as follows:

|                                |                             | 2002 |            | 2001      
|------------------------------- | --------------------------- | ---- | ---------- | ----------
|Future income tax assets:       |                             |      |            |           
|                                | Share issue costs and other |      | $          | 1,412,000 
|                                | Inventory                   |      |            | 2,427,000 
|                                | Reserves and accruals       |      |            | 1,189,000 
|                                |                             |      |            |           
|                                |                             |      | 5,028,000  |           
|Future income tax liabilities:  |                             |      |            |           
|                                | Fixed assets and other      |      |            | 20,385,000
|                                |                             |      |            |           
|Net future income tax liability |                             | $    | 15,357,000 |           
|                                |                             |      |            |           

Management
believes that all future income tax assets will more likely be realized than not and accordingly no valuation allowance has been made.

9.    UNUSUAL ITEMS:

The following unusual costs were incurred in fiscal 2001 and are included in the consolidated statement of earnings:

|                                     |                                         | 2001
|------------------------------------ | --------------------------------------- | ----
|Charged to:                          |                                         |     
|Cost of sales:                       |                                         |     
|                                     | Cotton contract loss (a)                |     
|                                     | Restructuring costs (b)                 |     
|                                     |                                         |     
|                                     |                                         | $   
|                                     |                                         |     
|Selling, general and administration: |                                         |     
|                                     | Abandoned acquisition related costs (c) |     
|                                     | Restructuring costs (b)                 |     
|                                     |                                         |     
|                                     |                                         | $   
|                                     |                                         |     
|Depreciation and amortization:       |                                         |     
|                                     | Restructuring costs (b)                 |     
|                                     |                                         |     
|Total                                |                                         | $   
|                                     |                                         |     

55

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10.  EARNINGS PER SHARE:

A
reconciliation between basic and diluted earnings per share is as follows:

|                            |                                                            | 2002 |   | 2001       |  | 2000
|--------------------------- | ---------------------------------------------------------- | ---- | - | ---------- |  | ----
|Earnings per share:         |                                                            |      |   |            |  |     
|                            | Basic weighted average number of common shares outstanding |      |   | 28,491,495 |  |     
|                            |                                                            |      |   |            |  |     
|                            | Basic earnings per share                                   |      | $ | 2.33       |  | $   
|                            |                                                            |      |   |            |  |     
|Diluted earnings per share: |                                                            |      |   |            |  |     
|                            | Basic weighted average number of common shares outstanding |      |   | 28,491,495 |  |     
|                            | Plus impact of stock options                               |      |   | 870,060    |  |     
|                            |                                                            |      |   |            |  |     
|                            | Diluted common shares                                      |      |   | 29,361,555 |  |     
|                            |                                                            |      |   |            |  |     
|                            | Diluted earnings per share                                 |      | $ | 2.26       |  | $   
|                            |                                                            |      |   |            |  |     

Excluded
from the above calculation are 144,800 (2001  645,120) stock options ranging in prices from $34.58 to $35.12
(2001  $20.00 to $34.58) which were deemed to be antidilutive because the exercise prices were greater than the average market price of the common shares. All
options outstanding for fiscal 2000 were dilutive.

11.  RELATED PARTY TRANSACTIONS:

The loans to directors and officers (see note 3) are non-interest bearing and the balance is repayable in seven equal and consecutive annual
installments of $150,000.

During
fiscal 2001, in conjunction with a reorganization of Harco Holdings Ltd., the Company acquired the property at which the Company's principal knitting facility and executive
offices are located. The land and building had a market value of approximately $6.8 million. As part of the consideration, the Company assumed the mortgage on the building, amounting to
approximately $2.8 million at the time of the transaction. The balance of the proceeds, amounting to approximately $4.0 million, was utilized to discharge the full amount of the Harco
Holdings Ltd. indebtedness to the Company. Prior to the purchase of the land and building, the Company had a rental agreement with Harco Holdings Ltd.

The
Company had the following related party transactions:

|                |  | 2002 |   | 2001 |   | 2000   
|--------------- |  | ---- | - | ---- | - | -------
|Interest income |  | $    |  |      | $ | 25,847 
|Rent expense    |  |      |  |      |   | 123,656

The
Company paid $475,108, $1,170,061 and $194,395 for fiscal years 2002, 2001 and 2000 respectively primarily to a firm connected with an outside director of the Company for
professional services rendered. The amounts paid for fiscal 2001 related to legal fees incurred in conjunction with the proposed acquisition, related lawsuit and general legal advice. The Company
believes that such remuneration was based on normal terms for business transactions between unrelated parties.

56

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12.  FINANCIAL INSTRUMENTS:

A
substantial portion of the Company's sales are denominated in US dollars. The Company used the revenue stream in US dollars as a natural hedge against purchases of fixed assets and
expenses denominated in US dollars. From time to time, the Company also uses forward foreign exchange contracts and cross-currency swap arrangements to hedge its foreign exchange exposure on cash
flows related to payables, accounts receivable and cash in US dollars, pounds sterling and Euros. In addition, the Company uses a cross-currency interest rate swap to hedge a portion of its foreign
currency denominated long-term debt against fluctuations in exchange rates.

During
fiscal 2001, the Company designated US$55 million of its accounts receivable denominated in US dollars as a hedge against the exchange risk related to a corresponding
amount of long-term debt. Accordingly, exchange gains or losses from the designated accounts receivable were offset against the
exchange gains or losses on conversion of US$55 million of long-term debt. The designation of the accounts receivable as a hedge was terminated with the adoption of the new
recommendations on foreign currency.

The
following table summarizes the Company's commitments to buy and sell foreign currency as at September 29, 2002 and September 30, 2001:

|                |                            | Notional amount |           | Exchange rate |        | Maturity |              | Notional Canadian equivalent
|--------------- | -------------------------- | --------------- | --------- | ------------- | ------ | -------- | ------------ | ----------------------------
|2002:           |                            |                 |           |               |        |          |              |                             
|Buy contracts:  |                            |                 |           |               |        |          |              |                             
|                | Foreign exchange contracts |                 | Euro      | 2,185,000     |        | 1.5460   |              | October 2002                
|2001:           |                            |                 |           |               |        |          |              |                             
|Buy contracts:  |                            |                 |           |               |        |          |              |                             
|                | Foreign exchange contracts |                 | US        | $18,000,000   |        | 1.5775   |              | October 2001                
|                |                            | Euro            | 4,630,900 |               | 1.4367 |          | October 2001 |                             
|Sell contracts: |                            |                 |           |               |        |          |              |                             
|                | Foreign exchange contracts |                 | Euro      | 646,000       |        | 1.4505   |              | October 2001                

A
forward foreign exchange contract represents an obligation to buy or sell a foreign currency and a swap agreement represents an obligation to exchange principal and/or interest amounts
with a counterparty. Credit risk exists in the event of failure by a counterparty to meet its obligations. The Company reduces this risk by dealing only with highly rated counterparties, normally
major North American financial institutions.

The
Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables.

The
Company invests available cash in short-term deposits with Canadian chartered banks.

Concentration
of credit risk with respect to trade receivables is limited due to the Company's credit evaluation process and, other than for two customers which collectively represent
approximately 26% of sales for 2002 (2001  26%; 2000  30%), to the dispersion of a large number of customers across many
geographic areas within Canada, the United States, the United Kingdom and Europe. The Company regularly monitors its credit risk exposure to these and other customers and takes steps to mitigate the
risk of loss, including obtaining credit insurance.

The
Company's extension of credit is based on an evaluation of each customer's financial condition and the Company's ability to obtain credit insurance coverage for that customer.
Allowances are maintained for potential credit losses consistent with the credit risk, historical trends, general economic conditions and other information.

57

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Fair
value estimates are made as of a specific point in time, using available information about the financial instrument. These estimates are subjective in nature and often cannot be
determined with precision.

The
Company has determined that the carrying value of its short-term financial assets and liabilities approximates fair values as at the balance sheet dates because of the
short-term maturity of those instruments.

The
fair value of long-term debt is $123,862,362 (2001  $167,012,442) compared to a carrying value of $119,949,622
(2001  $159,640,438) as at September 29, 2002. The fair value of the cross-currency interest rate swap at September 29, 2002 was $3,010,092
(2001  $2,316,000) and the carrying value was $1,164,000 (2001  $1,207,500). The fair value of loans to directors and
officers is not significantly different from its carrying value. The method of calculating fair values for the financial instruments is described below.

The
fair value of the Company's long-term debt bearing interest at fixed rates was calculated using the present value of future payments of principal and interest discounted
at the current market rates of interest available to the Company for the same or similar debt instruments with the same remaining maturities. For long-term debt bearing interest at
variable rates, the fair value is considered to approximate the carrying value.

The
fair value of the swap was determined based on market rates prevailing at the balance sheet date obtained from the Company's financial institution and represented the estimated
amount that the Company would receive to settle the contract at September 29, 2002.

The
Company's exposure to interest rate fluctuations is with respect to the use of its bank facility which bears interest at floating rates.

13.  SEGMENTED INFORMATION:

The Company manufactures and sells activewear apparel. The Company operates in one business segment.

2002

2001

2000Company A

14.8%

14.9%

19.2%Company B

10.7%

10.7%

10.4%




2002

2001

2000International

$
537,472,747

$
442,099,830

$
404,179,507Canada


63,187,633


62,767,523


55,028,822$
600,660,380

$
504,867,353

$
459,208,329


58

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|                                    |  | 2002 |             | 2001 |   | 2000       
|----------------------------------- |  | ---- | ----------- | ---- | - | -----------
|Canada                              |  | $    | 123,723,507 |      | $ | 93,890,431 
|Caribbean basin and Central America |  |      | 52,983,181  |      |   | 28,084,930 
|United States                       |  |      | 24,832,233  |      |   | 25,329,557 
|Mexico                              |  |      | 7,708,427   |      |   | 6,266,648  
|                                    |  |      |             |      |   |            
|                                    |  | $    | 209,247,348 |      | $ | 153,571,566
|                                    |  |      |             |      |   |            

14.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

|                                      |                                                                                                         | 2002 |            | 2001       |   | 2000
|------------------------------------- | ------------------------------------------------------------------------------------------------------- | ---- | ---------- | ---------- | - | ----
|Cash paid during the year for:        |                                                                                                         |      |            |            |   |     
|                                      | Interest                                                                                                |      | $          | 13,587,113 |   | $   
|                                      | Income taxes                                                                                            |      |            | 795,141    |   |     
|Non-cash transactions:                |                                                                                                         |      |            |            |   |     
|                                      | Acquisition of fixed assets through the assumption of debt and settlement of amounts due to the Company |      |            |           |   |     
|                                      | Additions to fixed assets included in accounts payable and accrued liabilities                          |      |            | 6,470,616  |   |     
|                                      |                                                                                                         |      |            |            |   |     
|Cash and cash equivalents consist of: |                                                                                                         |      |            |            |   |     
|                                      | Cash balances with banks                                                                                |      | $          | 45,700,697 |   | $   
|                                      | Short-term investments                                                                                  |      |            | 25,204,800 |   |     
|                                      |                                                                                                         |      |            |            |   |     
|                                      |                                                                                                         | $    | 70,905,497 |            | $ |    
|                                      |                                                                                                         |      |            |            |   |     

15.  COMPARATIVE FIGURES:

Certain of the comparative figures have been reclassified in order to conform with the current year's presentation.

16.  CANADIAN AND UNITED STATES ACCOUNTING DIFFERENCES:

The consolidated financial statements of the Company are expressed in Canadian dollars and are prepared in accordance with Canadian generally accepted accounting
principles ("GAAP"), which conform, in all material respects, with those generally accepted in the United States except as described below:

|                                                                               |         | 2002 |            | 2001       |   | 2000      |           
|------------------------------------------------------------------------------ | ------- | ---- | ---------- | ---------- | - | --------- | ----------
|Net earnings in accordance with Canadian GAAP                                  |         | $    | 66,491,540 |            | $ | 815,958   |           
|Swap revenue (i)                                                               |         |      | 416,000    |            |   | 2,448,000 |           
|Start-up costs (ii)                                                            |         |      | 221,252    |            |   | 693,187   |           
|Tax effect of above adjustments                                                |         |      | (262,000   | )          |   | (779,000  | )         
|                                                                               |         |      |            |            |   |           |           
|Net earnings in accordance with United States GAAP                             |         | $    | 66,866,792 |            | $ | 3,178,145 |           
|                                                                               |         |      |            |            |   |           |           
|Earnings per share under United States GAAP:                                   |         |      |            |            |   |           |           
|                                                                               | Basic   |      | $          | 2.35       |   | $         | 0.11      
|                                                                               | Diluted |      |            | 2.28       |   |           | 0.11      
|                                                                               |         |      |            |            |   |           |           
|Weighted average number of common shares outstanding under United States GAAP: |         |      |            |            |   |           |           
|                                                                               | Basic   |      |            | 28,491,495 |   |           | 28,145,989
|                                                                               | Diluted |      |            | 29,361,555 |   |           | 29,226,373
|                                                                               |         |      |            |            |   |           |           

59

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60

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|                                                                      |                                          | 2002 |             | 2001        |   | 2000        |            
|--------------------------------------------------------------------- | ---------------------------------------- | ---- | ----------- | ----------- | - | ----------- | -----------
|Cash and cash equivalents, United States GAAP,beginning of year       |                                          | $    |            |             | $ | 33,492,381  |            
|Changes due to United States GAAP:                                    |                                          |      |             |             |   |             |            
|                                                                      | Operating activities on a Canadian basis |      |             | 178,100,783 |   |             | (12,343,056
|                                                                      | Start-up costs                           |      |             | 221,252     |   |             | 693,187    
|                                                                      |                                          |      |             |             |   |             |            
|Operating activities cash flow, United States GAAP                    |                                          |      | 178,322,035 |             |   | (11,649,869 | )          
|                                                                      | Investing activities on a Canadian basis |      |             | (67,160,201 | ) |             | (49,282,740
|                                                                      | Start-up costs                           |      |             | (221,252    | ) |             | (693,187   
|                                                                      |                                          |      |             |             |   |             |            
|Investing activities cash flow, United States GAAP                    |                                          |      | (67,381,453 | )           |   | (49,975,927 | )          
|Financing activities on a Canadian basis and under United States GAAP |                                          |      | (40,185,243 | )           |   | 28,290,168  |            
|Effect of exchange rate changes on cash and cash equivalents          |                                          |      | 150,158     |             |   | (156,753    | )          
|                                                                      |                                          |      |             |             |   |             |            
|Cash and cash equivalents, United States GAAP, end of year            |                                          | $    | 70,905,497  |             | $ |            |            
|                                                                      |                                          |      |             |             |   |             |            

Differences
between Canadian and United States GAAP are not material in the presentation of the assets, liabilities and shareholders' equity. However, the following differences should be
noted:

|                                                                  |  | 2002 |             | 2001 |  
|----------------------------------------------------------------- |  | ---- | ----------- | ---- | -
|Other assets under Canadian GAAP                                  |  | $    | 7,084,926   |      | $
|Start-up costs                                                    |  |      | (736,690    | )    |  
|Cross-currency swap                                               |  |      | 1,846,000   |      |  
|                                                                  |  |      |             |      |  
|Other assets under United States GAAP                             |  | $    | 8,194,236   |      | $
|                                                                  |  |      |             |      |  
|Accounts payable and accrued liabilities under Canadian GAAP      |  | $    | 82,167,747  |      | $
|Reversal of deferred gain on cross-currency swap                  |  |      | (1,018,000  | )    |  
|                                                                  |  |      |             |      |  
|Accounts payable and accrued liabilities under United States GAAP |  | $    | 81,149,747  |      | $
|                                                                  |  |      |             |      |  
|Future income tax liabilities under Canadian GAAP                 |  | $    | 20,385,000  |      | $
|Future taxes related to GAAP adjustments                          |  |      | 751,000     |      |  
|                                                                  |  |      |             |      |  
|Future income tax liabilities under United States GAAP            |  |      | 21,136,000  |      | $
|                                                                  |  |      |             |      |  
|Shareholders' equity under Canadian GAAP                          |  | $    | 269,908,099 |      | $
|United States GAAP cumulative net earnings adjustments            |  |      | 1,376,310   |      |  
|                                                                  |  |      |             |      |  
|Shareholders' equity under United States GAAP                     |  | $    | 271,284,409 |      | $
|                                                                  |  |      |             |      |  

Under
United States GAAP, SFAS No. 130, "Reporting Comprehensive Income" establishes standards for reporting and presentation of comprehensive income and its components in
a full set of financial statements. Comprehensive income consists of net income and all other changes in shareholders' equity that do not result from transactions with shareholders. These changes
include cumulative foreign currency translation adjustments. The Statement requires only additional disclosures in the consolidated financial statements; it does not affect the Company's financial
position or results of operations.

Since
there are no elements within the consolidated financial statements which would be classified as comprehensive income, a separate financial statement of comprehensive income is not
required.

Comprehensive
income is the same as net income under United States GAAP.

61

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Under
United States GAAP and SEC rules, separate disclosure is required for the following statement of earnings and balance sheet items. There is no similar requirement under Canadian
GAAP.

|                        |                                                              | 2002 |   | 2001       |  | 2000
|----------------------- | ------------------------------------------------------------ | ---- | - | ---------- |  | ----
|Statements of earnings: |                                                              |      |   |            |  |     
|                        | Rental expenses                                              |      | $ | 1,917,000  |  | $   
|                        | Advertising expenses                                         |      |   | 8,189,000  |  |     
|Balance sheets:         |                                                              |      |   |            |  |     
|                        | Accounts payable                                             |      |   | 41,223,580 |  |     
|                        | Accrued liabilities                                          |      |   | 39,926,167 |  |     
|                        | Allowance for doubtful accounts, price discounts and rebates |      |   | 26,956,000 |  |     

In
June 2001, FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141,
which replaces APB Opinion No. 16, revises the accounting standards for business combinations and is effective for acquisitions initiated after June 30, 2001. SFAS No. 142,
which replaces APB Opinion No. 17, revises the standards in accounting for goodwill and other intangibles and is effective for fiscal years after December 15, 2001. Similar standards
have been adopted by the Canadian Institute of Chartered Accountants. These new standards have no material impact on the Company at the present time.

In
August 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires the Company to record the fair value of
an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets. This Statement is effective
for the Company's fiscal year beginning September 30, 2002. The Company does not expect SFAS No. 143 to have a material impact on its financial statements.

In
October 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 establishes a
single accounting model, based on the framework established in Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", for long-lived assets to be disposed of by sale, and resolves implementation issues related to SFAS No. 121. This Statement
is effective for the Company's fiscal year beginning September 30, 2002. The Company does not expect SFAS No. 144 to have a material impact on its financial statements.

In
April 2002, FASB issued SFAS No 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections".
SFAS No. 145 will be effective for the Company's fiscal year beginning October 5, 2003. The Company does not expect SFAS No. 145 to have a material impact on
its financial statements.

In
June 2002, FASB issued SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal Activities". This Statement is effective for exit or disposal
activities initiated after December 31, 2002. The Company does not expect SFAS No. 146 to have a material impact on its financial statements.

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