UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2001
                               ------------------

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

For the transition period from ________________ to ________________

Commission file number                333-38951
                      ------------------------


                               GFSI HOLDINGS, INC.
               (Exact name of registrant specified in its charter)


        Delaware                                                74-2810744
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation               (I.R.S. Employer
        or organization)                                     Identification No.)

                              9700 Commerce Parkway
                              Lenexa, Kansas 66219
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (913) 888-0445
                                                          --------------

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  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

             (1)  Yes  (X)                       No   (   )
             (2)  Yes  (X)                       No   (   )


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

Common stock,  $0.01 par value per share - 1,882.5 shares issued and outstanding
as of November 1, 2001.


                                        1

<PAGE>



                      GFSI HOLDINGS, INC. AND SUBSIDIARIES
                          Quarterly Report on Form 10-Q
                    For the Quarter Ended September 28, 2001


                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

         ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  Consolidated Balance Sheets                                  3
                  Consolidated Statements of Income                            4
                  Consolidated Statements of Cash Flows                        5
                  Notes to Consolidated Financial Statements                   6


         ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF
                    OPERATIONS                                                 7

         ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
                    MARKET RISK                                                8

PART II - OTHER INFORMATION                                                    9

SIGNATURE PAGE                                                                10



                                        2

<PAGE>



GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)

<TABLE>
<CAPTION>

                                                                                      June 29,            September 28,
                                                                                        2001                   2001
                                                                                     ----------            -----------
<S>                                                                                  <C>                   <C>

ASSETS
Current assets:
     Cash and cash equivalents                                                       $    5,324             $   1,951
     Accounts receivable, net                                                            22,694                35,300
     Inventories, net                                                                    37,736                40,103
     Deferred income taxes                                                                  911                   865
     Income tax receivable                                                                1,691                     3
     Prepaid expenses and other current assets                                            1,143                   986
                                                                                     -----------            ----------
Total current assets                                                                     69,499                79,208
Property, plant and equipment, net                                                       18,574                18,546
Other assets:
     Deferred financing costs, net                                                        5,409                 5,099
     Other                                                                                2,006                 1,756
                                                                                     -----------            ----------
Total assets                                                                         $   95,488             $ 104,609
                                                                                     ===========            ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                                $   12,778            $   17,273
     Accrued interest expense                                                             3,775                 1,015
     Accrued expenses                                                                     5,895                 6,956
     Income taxes payable                                                                   --                    --
     Current portion of long-term debt                                                    6,699                 7,465
                                                                                     -----------            ----------
Total current liabilities                                                                29,147                32,709
Deferred income taxes                                                                     1,189                 1,081
Revolving credit agreement                                                                  --                  4,650
Other long-term obligations                                                                 527                   527
Long-term debt, less current portion                                                    221,729               221,411
Redeemable preferred stock                                                                5,145                 5,198
Stockholders' equity (deficiency):
     Common stock, $.01 par value 2,105 shares authorized,
     2,000 shares issued at June 29, 2001 and September 28, 2001                            --                    --
     Additional paid-in capital                                                             200                   200
     Accumulated deficiency                                                            (162,442)             (161,158)
     Treasury stock, at cost (100 and 117.5 series A shares at June 29,
     2001 and September 28, 2001, respectively)                                              (7)                   (9)
                                                                                     ----------             ----------
Total stockholders' equity (deficiency)                                                (162,249)             (160,967)
                                                                                     -----------            ----------
Total liabilities and stockholders' equity                                           $   95,488             $ 104,609
                                                                                     ===========            ==========

NOTE: The consolidated  balance sheet at June 29, 2001 has been derived from the
audited  financial  statements  at that date,  but does not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

See notes to consolidated financial statements.


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<PAGE>


GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands)



                                                           Quarter Ended
                                                    September 29,  September 28,
                                                         2000          2001
                                                    ------------    ------------

Net sales                                           $    53,468     $   54,608
Cost of sales                                            33,045         33,269
                                                    ------------    -----------
Gross profit                                             20,423         21,339

Operating expenses:
     Selling                                              6,025          6,425
     General and administrative                           6,870          6,405
                                                    ------------    -----------
                                                         12,895         12,830
                                                    ------------    -----------

Operating income                                          7,528          8,509

Other income (expense):
     Interest expense                                    (6,115)        (6,256)
     Other, net                                              50             17
                                                    ------------    -----------
                                                         (6,065)        (6,239)
                                                    ------------    -----------

Income before income taxes                                1,463          2,270

Income tax expense                                         (571)          (885)
                                                    ------------    -----------

Net income                                                  892          1,385
Preferred stock dividends                                  (106)          (101)
                                                    ------------    -----------

Net income attributable to common shareholders      $       786     $    1,284
                                                    ============    ===========
</TABLE>


                 See notes to consolidated financial statements.


                                        4

<PAGE>


GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)

<TABLE>
<CAPTION>


                                                                                               Quarter Ended
                                                                                       September 29,      September 28,
                                                                                           2000                2001
                                                                                     ---------------      -------------
<S>                                                                                  <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                              $       892         $    1,385
Adjustments to reconcile net income to net cash provided by (used in)
   operating activities:
     Depreciation                                                                               822                804
     Amortization of deferred financing costs                                                   295                309
     Amortization of other intangibles                                                           --                250
     Gain on sale or disposal of property, plant and equipment                                  (33)                --
     Amortization of discount on long-term debt                                               1,893              2,114
     Deferred income taxes                                                                       --                (62)
 Changes in operating assets and liabilities:
     Accounts receivable, net                                                                (4,129)           (12,605)
     Inventories, net                                                                         1,835             (2,368)
     Prepaid expenses, other current assets and other assets                                   (226)               157
     Income taxes payable                                                                       549              1,687
     Accounts payable, accrued expenses and other
       long-term obligations                                                                 (1,159)             2,796
                                                                                        ------------        -----------
Net cash provided by (used in) operating activities                                             739             (5,533)
                                                                                        ------------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sales of property, plant and equipment                                        64                  1
     Purchases of property, plant and equipment                                                (298)              (775)
                                                                                        ------------        -----------
Net cash used in investing activities                                                          (234)              (774)
                                                                                        ------------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net changes to short-term borrowings and revolving credit agreement                         --              4,650
     Redemption of preferred stock                                                               --               (700)
     Treasury stock purchase                                                                     --                (26)
     Proceeds from sale of stock                                                                 --                676
     Payments on long-term debt                                                              (1,736)            (1,666)
                                                                                        -----------         -----------
Net cash provided by (used in) financing activities                                          (1,736)             2,934
                                                                                        -----------         -----------

Net decrease  in cash and cash equivalents                                                   (1,231)            (3,373)
Cash and cash equivalents at beginning of period                                              1,461              5,324
                                                                                        -----------         -----------
Cash and cash equivalents at end of period                                              $       230         $    1,951
                                                                                        ============        ===========
Supplemental cash flow information:
     Interest paid                                                                      $    7,221          $    6,592
                                                                                        ===========         ==========
     Income taxes paid (refunded)                                                       $       21          $     (740)
                                                                                        ===========         ===========
Supplemental schedule of non-cash financing activities:
     Accrual of preferred stock dividends                                               $      106          $      101
                                                                                        ===========         ===========

See notes to consolidated financial statements.
</TABLE>


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<PAGE>



                      GFSI HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 28, 2001

1.   BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements of GFSI, Inc.
(the  "Company")  include the  accounts  of the Company and the  accounts of its
wholly  owned  subsidiaries,  Event 1,  Inc.  ("Event  1") and  Champion  Custom
Products,  Inc.  ("CCP").  All intercompany  balances and transactions have been
eliminated.  The unaudited  consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X   promulgated   by  the  Securities  and  Exchange   Commission.
Accordingly,  they do not include all of the information and footnotes  required
by generally  accepted  accounting  principles  for annual  financial  statement
reporting purposes. In the opinion of management, all adjustments (consisting of
normal recurring accruals)  considered  necessary for a fair presentation of the
financial  position and operations of the Company have been included.  Operating
results for the interim  periods are not  necessarily  indicative of the results
that may be expected for the entire fiscal year. For further information,  refer
to the financial  statements  and footnotes  thereto for the year ended June 29,
2001 included in the Company's Annual Report on Form 10-K.

     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.

2.   ACQUISITION AND DIVESTITURE

     In June 2001, the Company acquired CCP,  formerly a wholly owned subsidiary
of Sara Lee  Corporation.  During the quarter ended  September 28, 2001, CCP had
sales of $12.7 million and produced operating  contribution of $2.4 million.  At
September 28, 2001, this subsidiary had total assets and stockholder's equity of
$10.5 million and $757,000, respectively.  CCP is an unconditional  guarantor of
the Senior Subordinated Notes.

     In June 2001, the Company sold the assets of its Tandem Marketing business.
Tandem  Marketing  had revenues of $3.0 million and  operating  contribution  of
$500,000 for the quarter ended September 29, 2000.

3.   COMMITMENTS AND CONTINGENCIES

     The Company,  in the normal course of business,  may be threatened  with or
named as a defendant in various  lawsuits.  It is not possible to determine  the
ultimate  disposition  of these matters,  however,  management is of the opinion
that there are no known  claims or known  contingent  claims  that are likely to
have  a  material  adverse  effect  on  the  results  of  operations,  financial
condition, or cash flows of the Company.

4.   NEW ACCOUNTING STANDARDS

     The FASB's Emerging  Issues Task Force ("EITF")  released its consensus No.
00-22,  "Accounting  for 'Points' and Certain Other  Time-Based or  Volume-Based
Sales Incentive Offers, and Offers for Free Products or Services to be Delivered
in the Future"  which is  effective  January 1, 2002.  The Company is  currently
evaluating  the impact that adopting the EITF will have on its  presentation  of
results of operations.

     In April  2001,  the EITF  reached a  consensus  on EITF  Issue No.  00-25,
"Vendor Income Statement Characterization of Consideration Paid to a Reseller of
the Vendor's Products". The consensus concluded that consideration from a vendor
to a reseller of the vendor's products is generally presumed to be an adjustment
to the  selling  prices  of the  vendor's  products  and,  therefore,  should be
classified  as a reduction of revenue.  EITF No.  00-25 is  effective  beginning
January 1, 2002.  The Company is currently  evaluating  the impact that adopting
the EITF will have on its presentation of results of operations.

5.   RECLASSIFICATION

     Certain  reclassifications  have been made to the fiscal 2001  consolidated
financial statements to conform to the fiscal 2002 presentation.



                                        6

<PAGE>



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

         The  discussions  set  forth  in  this  Form  10-Q  should  be  read in
conjunction  with the financial  information  included  herein and the Company's
Annual  Report  on Form  10-K for the year  ended  June 29,  2001.  Management's
discussion  and analysis of financial  condition and results of  operations  and
other sections of this report  contain  forward-looking  statements  relating to
future results of the Company. Such forward-looking statements are identified by
use  of  forward-looking  words  such  as  "anticipates",  "believes",  "plans",
"estimates", "expects", and "intends" or words or phrases of similar expression.
These forward-looking  statements are subject to various assumptions,  risks and
uncertainties,  including but not limited to,  changes in political and economic
conditions,  demand for the  Company's  products,  acceptance  of new  products,
developments  affecting  the  Company's  products and to those  discussed in the
Company's  filings with the  Securities  and Exchange  Commission.  Accordingly,
actual  results  could  differ   materially  from  those   contemplated  by  the
forward-looking statements.

         EBITDA represents  operating income plus depreciation and amortization.
While EBITDA should not be construed as a substitute  for operating  income or a
better  indicator of liquidity than cash flow from operating  activities,  which
are determined in accordance with generally accepted accounting  principles,  it
is included herein to provide additional information with respect to the ability
of the Company to meet its future debt service,  capital expenditure and working
capital requirements.  In addition,  the Company believes that certain investors
find  EBITDA to be a useful  tool for  measuring  the  ability of the Company to
service its debt.  EBITDA is not necessarily a measure of the Company's  ability
to fund its cash needs.  See the  Consolidated  Statements  of Cash Flows of the
Company herein for further information.


COMPARISON OF OPERATING  RESULTS FOR THE QUARTERS  ENDED  SEPTEMBER 28, 2001 AND
SEPTEMBER 29, 2000.

         Net Sales. Net sales for the quarter ended September 28, 2001 increased
2.1% to $54.6  million from $53.5  million in the quarter  ended  September  29,
2000.  The increase in net sales from the first  quarter last year was primarily
related  to the  addition  of  Champion  college  bookstore  net  sales of $12.7
million.  The net  sales  increase  from  Champion  was  offset by  declines  in
Corporate  and  Resort  division  sales in  comparison  to the prior  year.  The
terrorist attacks of September 11, 2001 and the resulting political and economic
uncertainties  created in  the aftermath directly affected the  travel plans and
the  marketing  and employee  incentive  programs of the  customers of these two
sales  divisions.  The Tandem Marketing  business was sold in June 2001.  Tandem
Marketing  contributed $3.0 million in sales for the quarter ended September 29,
2000.

         Gross  Profit.  Gross profit for the quarter  ended  September 28, 2001
increased  4.5% to  $21.3  million  from  $20.4  million  in the  quarter  ended
September 29, 2000. Gross profit as a percentage of net sales increased to 39.1%
compared to 38.2%.  The increase in gross profit was the result of a decrease in
cost of material.

         Operating  Expenses.  Operating  expenses were the same as last year at
$12.8 million. Operating expenses as a percentage of net sales were 23.5% in the
first  quarter of fiscal 2002  compared to 24.1% in the first  quarter of fiscal
2001.  The decline in operating  expenses as a percentage of net sales  resulted
from the restructuring and profit  improvement  programs  implemented during the
fourth quarter of fiscal 2001.

         EBITDA.  EBITDA increased 14.4% to $9.6 million in the first quarter of
fiscal 2002 from $8.4 million in the first  quarter of fiscal 2001.  EBITDA as a
percentage of net sales  increased to 17.5% in the quarter  ended  September 28,
2001 from 15.6% in the quarter ended  September 29, 2000. The increase in EBITDA
is a result of the increases in net sales and gross profit.

         Operating  Income.  Operating income increased 12.9% to $8.5 million in
the first  quarter  of fiscal  2002 from $7.5  million  in the first  quarter of
fiscal 2001. Operating income as a percentage of net sales increased to 15.6% in
the first quarter of fiscal 2002 from 14.1% in the first quarter of fiscal 2001.
The  increase in  operating  income is a result of the increase in net sales and
gross profit.

         Other Income (Expense). Other expense increased 2.9% to $6.2 million in
the first  quarter  of fiscal  2002 from $6.1  million  in the first  quarter of
fiscal 2001 due to increasing interest expense on the Holdings Discount Notes.

         Net Income.   Net income for the first  quarter of fiscal 2002 was $1.4
million compared to $892,000 for the first quarter of fiscal 2001.  The increase
was a result of the increase in operating income noted above.



                                        7

<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

             Cash used in operating  activities  for the first quarter of fiscal
2002 was $5.5 million compared to cash provided of $739,000 in the first quarter
of fiscal 2001.  The change in cash provided by (used in)  operating  activities
between the two periods was due to the increase in accounts  receivable  and the
increase  in  inventory  as a result of the  addition  of the  Champion  college
bookstore business.

        Cash used in investing  activities  in the first  quarter of fiscal 2002
was $774,000 compared to $234,000 in the first quarter of 2001. The cash used in
both periods was related to acquisitions of property, plant and equipment.

        Cash  provided by financing  activities  for the first quarter of fiscal
2002 was $2.9 million compared to cash used of $1.7 million in the first quarter
of fiscal 2001. The cash provided by financing  activities for the quarter ended
September  28, 2001 was  primarily  attributable  to $4.7 million in  borrowings
under the Company's  revolving credit agreement partially offset by $1.7 million
in  scheduled  debt  repayments.  These  borrowings  were used to  complete  the
acquisition of Champion and to support its working capital requirements.

        The  Company  believes  that  cash flow from  operating  activities  and
borrowings  under  its  Bank  Credit  Agreement  will be  adequate  to meet  the
Company's short-term and long-term liquidity  requirements prior to the maturity
of its Credit  Agreement  in fiscal  2003 and the Senior  Subordinated  Notes in
fiscal 2007,  although no assurance can be given in this regard.  Under the Bank
Credit  Agreement's  revolving  loan  facility $40 million of  revolving  credit
availability is provided, of which $4.7 million was borrowed and outstanding and
approximately $12.2 million was utilized for outstanding commercial and stand-by
letters of credit as of September 28, 2001.

        The Company is dependent upon the cash flows of GFSI to provide funds to
pay certain  ordinary course  expenses  incurred on behalf of the Company and to
service the  indebtedness  represented  by the $50.0 million of 11.375% Series B
Senior Discount Notes due 2009 (the "Discount  Notes").  The Discount Notes will
accrete at a rate of 11.375%, compounded semi-annually to an aggregate principal
amount of $108.5 million at September 15, 2004.  Thereafter,  the Discount Notes
will accrue interest at the rate of 11.375% per annum, payable semi-annually, in
cash on March 15 and  September 15 of each year,  commencing  on March 15, 2005.
The  Company  will  be  dependent  on GFSI  to  provide  funds  to  service  the
indebtedness.  Additionally,  the remaining  cumulative Holdings Preferred Stock
will  accrue  dividends  totaling  approximately  $402,000  annually.   Holdings
Preferred  Stock may be redeemed at stated value  (approximately  $3.3  million)
plus accrued dividends with mandatory redemption in 2009.


SEASONALITY AND INFLATION

        The  Company  experiences   seasonal   fluctuations  in  its  sales  and
profitability,  with  generally  higher  sales and gross profit in the first and
second quarters of its fiscal year. The  seasonality of sales and  profitability
is primarily due to higher college  bookstore  sales volume during the first two
fiscal quarters. Sales at the Company's Resort and Corporate divisions typically
show no significant seasonal variations.

        The  impact  of  inflation  on the  Company's  operations  has not  been
significant  to date.  However,  there can be no  assurance  that a high rate of
inflation  in the  future  would not have an  adverse  effect  on the  Company's
operating results.


      ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


        DERIVATIVE AND MARKET RISK DISCLOSURE

        The  Company's  market  risk  exposure  is  primarily  due  to  possible
fluctuations  in  interest  rates.  The  Company  uses a  balanced  mix of  debt
maturities  along  with both  fixed  rate and  variable  rate debt to manage its
exposure to  interest  rate  changes.  The fixed rate  portion of the  Company's
long-term  debt does not bear  significant  interest  rate risk. An immediate 10
percent  change  in  interest  rates  would  not have a  material  effect on the
Company's results of operations over the next fiscal year, although there can be
no assurances that interest rates will not significantly change.


                                        8

<PAGE>



PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Company is not a party to any pending  legal  proceeding  the  resolution of
which,  the management of the Company  believes,  would have a material  adverse
effect on the Company's results of operations or financial condition, nor to any
other  pending  legal  proceedings  other  than  ordinary,   routine  litigation
incidental to its business.


ITEM 2.  CHANGES IN SECURITIES

None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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

None


ITEM 5.  OTHER INFORMATION

None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits.  None.

         (b)  Reports on Form 8-K

              No reports on Form 8-K were filed by the Registrant during the
              reporting period.


                                        9

<PAGE>


SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


GFSI HOLDINGS, INC.
November 12 , 2001
                               /s/ J. CRAIG PETERSON
                            ---------------------------------------
                            J. Craig Peterson, Sr. Vice President of Finance and
                            Principal Accounting Officer






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