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 29, 2000

           ( )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                 333-24189

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


             Delaware                                74-2810748
   (State or other jurisdiction          (I.R.S. Employer Identification No.)
 of incorporation or organization)

                              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 share issued and  outstanding as of
November 1, 2000.


                                       1
<PAGE>

                            GFSI, INC. AND SUBSIDIARY
                          Quarterly Report on Form 10-Q
                    For the Quarter Ended September 29, 2000
                                      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

PART II - OTHER INFORMATION                                               11

SIGNATURE PAGE                                                            12


                                       2

<PAGE>


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

                                                  June 30,         September 29,
                                                    2000               2000
                                                 ---------         -------------
Assets
Current assets:
     Cash & cash equivalents                      $ 1,446              $ 215
     Accounts receivable, net                      29,801             33,940
     Inventories, net                              40,140             38,304
     Prepaid expenses and
       other current assets                         1,117              1,343
     Deferred income taxes                          1,122              1,122
                                                 --------           --------
Total current assets                               73,626             74,924
Property, plant and equipment, net                 19,356             18,801
Other assets:
     Deferred financing costs, net                  6,192              5,904
     Other                                              5                  5
                                                 --------           --------
Total assets                                     $ 99,179           $ 99,634
                                                 ========           ========

Liabilities and stockholder's equity
  (deficiency)
Current liabilities:
     Accounts payable                             $ 5,317            $ 7,548
     Accrued interest expense                       4,000                995
     Accrued expenses                               7,668              7,291
     Income taxes payable                              93              1,387
     Current portion of long-term debt              6,953              7,380
                                                 --------           --------
Total current liabilities                          24,031             24,601
Deferred income taxes                               1,049              1,049
Revolving credit agreement                             --                 --
Other long-term obligations                           552                544
Long-term debt, less current portion              160,356            158,193

Stockholder's equity (deficiency):
     Common stock, $.01 par value, 10,000
       shares authorized, one share issued and
       outstanding at June 30, 2000 and
       September 29, 2000                              --                 --
     Additional paid-in capital                    58,127             58,127
     Accumulated deficiency                      (144,936)          (142,880)
                                                 --------           --------
Total stockholder's deficiency                    (86,809)           (84,753)
                                                 --------           --------
Total liabilities and stockholder's
  equity (deficiency)                            $ 99,179           $ 99,634
                                                 ========           ========

NOTE: The consolidated  balance sheet at June 30, 2000 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.

                                       3

<PAGE>


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


                                                     Quarter Ended

                                             October 1,        September 29,
                                                1999               2000
                                             ----------        -------------

Net sales                                    $54,839             $ 52,450

Cost of sales                                 33,612               32,327
                                              ------               ------
Gross profit                                  21,227               20,123


Operating expenses:

     Selling                                   6,424                6,025

     General and administrative                6,178                6,561
                                              ------               ------
                                              12,602               12,586
                                              ------               ------

Operating income                               8,625                7,537


Other income (expense):

     Interest expense                         (4,456)              (4,216)

     Other, net                                   96                   50
                                              ------               ------
                                              (4,360)              (4,166)
                                              ------               ------
Income before income taxes                     4,265                3,371


Provision for income taxes                     1,674                1,315
                                              ------               ------

Net income                                   $ 2,591              $ 2,056
                                             =======              =======

See notes to consolidated financial statements.


                                       4

<PAGE>

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


                                                        Quarter Ended

                                                October 1,        September 29,
                                                   1999               2000
                                                ----------        -------------

Cash flows from operating activities:
Net income                                        $ 2,591           $ 2,056
Adjustments to reconcile net income
  to net cash provided by (used in)
    operating activities:
     Depreciation                                     795               822
     Amortization of deferred
       financing costs                                289               289
     Gain on sale or disposal of
       property, plant and equipment                   (4)              (33)
Changes in operating assets and liabilities:
     Accounts receivable, net                     (10,495)           (4,139)
     Inventories, net                               1,499             1,835
     Prepaid expenses, other current
       assets and other assets                       (160)             (226)
     Income taxes payable                           1,663             1,294
     Accounts payable, accrued
       expenses and other
       long-term obligations                       (2,990)           (1,159)
                                                   -------           -------
Net cash provided by (used in)
  operating activities                             (6,812)              739
                                                   -------           -------
Cash flows from investing activities:
     Proceeds from sales of property,
       plant and equipment                              4                64
     Purchases of property,
       plant and equipment                           (980)             (298)
                                                   -------           -------
Net cash used in investing activities                (976)             (234)
                                                   -------           -------
Cash flows from financing activities:
     Net changes to short-term borrowings
       and revolving credit agreement                  --                --
     Payments on long-term debt                    (1,637)           (1,736)
                                                   -------           -------
Net cash used in financing activities              (1,637)           (1,736)
                                                   -------           -------
Net decrease in cash and cash equivalents          (9,425)           (1,231)
Cash and cash equivalents at
  beginning of period                              10,264             1,446
                                                   -------           -------
Cash and cash equivalents at end of period         $  839            $  215
                                                   =======           =======
Supplemental cash flow information:
     Interest paid                                 $7,128            $7,221
                                                   =======           =======
     Income taxes paid                             $   10            $   21
                                                   =======           =======


See notes to consolidated financial statements.


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<PAGE>



                            GFSI, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 29, 2000

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  subsidiary,  Event 1, Inc. ("Event 1"). 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 30, 2000  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.       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.


3.       New Accounting Standard
         -----------------------

         During the first  quarter  of fiscal  2001,  the  Company  adopted  the
provisions  of  Statement of Financial  Accounting  Standards  ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities".  This statement,
as  amended  by SFAS No.  137 and  SFAS  No.  138,  establishes  accounting  and
reporting standards for derivative  instruments and for hedging  activities.  It
requires an entity to recognize all  derivatives as either assets or liabilities
in the  statement of financial  position and measure those  instruments  at fair
value.  The  implementation  of this statement did not have a material impact on
the Company's financial position, results of operations or cash flows.

         In December 1999,  the staff of the Securities and Exchange  Commission
issued Staff Accounting  Bulletin No. 101 entitled  "Revenue  Recognition".  The
bulletin,  as  amended,  is to be adopted,  if needed,  no later than the fourth
fiscal  quarter  of fiscal  years  commencing  after  December  15,  1999,  with
retroactive  adjustment to the first fiscal quarter of that year. The effect, if
any, of complying  with the  accounting  described in this bulletin has not been
determined by management.


                                       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 30,  2000.  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.


         The  following  sets forth the amount and  percentage  of net sales for
each of the periods indicated (dollars in thousands).  Certain reclassifications
have been made to fiscal  year 2000  amounts to conform to the fiscal  year 2001
presentation.


                                           Quarter Ended

                            October 1, 1999             September 29, 2000
                            ---------------             ------------------

Licensed Apparel         $ 23,128        42.3%        $ 21,375        40.8%

Resort                     14,384        26.2%          13,011        24.8%

Corporate                  14,990        27.3%          16,382        31.2%

Event 1                       832         1.5%             150          .3%

Other                       1,505         2.7%           1,532         2.9%
                          -------                     --------
Total                     $54,839                     $ 52,450
                          =======                     ========


Results of Operations

         The following table sets forth certain historical financial information
of the Company,  expressed as a percentage of net sales,  for the quarters ended
October 1, 1999 and September 29, 2000.


                                          Quarter Ended

                                 October 1,           September 29,
                                    1999                  2000
                                 ----------           -------------

Net sales                          100.0%                100.0%

Gross profit                        38.7                  38.4

EBITDA                              17.2                  15.9

Operating income                    15.7                  14.4




                                        7

<PAGE>


         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 29, 2000 and
October 1, 1999

         Net Sales.  Net sales for the first  quarter of fiscal 2001,  the three
months ended  September  29, 2000,  decreased  4.4% to $52.4  million from $54.8
million in the first quarter of fiscal 2000. The decrease in net sales primarily
reflects  decreases in net sales at the  Company's  Resort and Licensed  Apparel
divisions of 9.6% and 7.6%,  respectively,  partially offset by increases at the
Company's  Corporate  and Other  divisions of 9.3% and 1.8%,  respectively.  The
decline in the Resort Division is attributable to increased  competition and the
decline in the  Licensed  Apparel  division is  primarily  due to the  continued
unseasonably warm weather through much of the country which has decreased demand
for the Company's heavier outerwear products. Net sales at the Company's Event 1
subsidiary  declined  82.0% in the first quarter of fiscal 2001 to $150,000 from
$832,000 in the first quarter of fiscal 2000.

         Gross  Profit.  Gross  profit  for the first  quarter  of  fiscal  2001
decreased  5.2% to $20.1  million  from $21.2  million  in the first  quarter of
fiscal 2000. The decrease in gross profit is primarily a result of the net sales
decrease  described above. For the first quarter of fiscal 2001, gross profit as
a percentage of net sales  decreased  slightly to 38.4% compared to 38.7% in the
first quarter of fiscal 2000.

         Operating Expenses.  Operating expenses for the first quarter of fiscal
2001 remained consistent with the first quarter of fiscal 2000 at $12.6 million.
Operating expenses as a percentage of net sales increased to 24.0% from 23.0% in
the prior  year  first  quarter as a result of the  relatively  fixed  nature of
certain operating expenses.

         EBITDA.  EBITDA for the first quarter of fiscal 2001 decreased 11.8% to
$8.3 million from $9.4 million in the first quarter of fiscal 2000. The decrease
for the period is  primarily  a result of the  decrease in net sales and related
gross profit as described  above.  EBITDA as a percentage of net sales decreased
to 15.9% from 17.2% in the first quarter of fiscal 2000.

         Operating Income. Operating income for the first quarter of fiscal 2001
decreased 12.6% to $7.5 million from $8.6 million in the first quarter of fiscal
2000. The decrease is attributable to the changes in net sales and related gross
profit described  above.  Operating income as a percentage of net sales deceased
for the first quarter of fiscal 2001 to 14.4% from 15.7% in fiscal 2000.

         Other Income  (Expense).  Other expense for the first quarter of fiscal
2001  decreased to $4.2 million from $4.5 million in the first quarter of fiscal
2000 due the  effect of debt  payments.  Interest  rate  fluctuations  and their
effect were immaterial for the periods presented.  A reasonable likely change in
the  underlying  rate,  price or index  would not have a material  impact on the
financial position of the Company.

         Income  Taxes.  The effective  income tax rates for the quarters  ended
September 29, 2000 and October 1, 1999 were 39.0% and 39.2%, respectively.

         Net  Income.  Net income for the first  quarter of fiscal 2001 was $2.0
million compared to $2.6 million in the first quarter of fiscal 2000.


                                       8
<PAGE>

Liquidity and Capital Resources

         Cash provided by (used in) operating  activities  for the first quarter
of fiscal 2001 was $739,000  compared to $(6.8)  million in the first quarter of
fiscal 2000. The change in cash provided by operating activities between the two
periods  resulted from a decrease in net income for the period offset by changes
in working capital account  balances in the first quarter of fiscal year 2001 as
compared to the first quarter of fiscal 2000.

         Cash used by investing  activities  in the first quarter of fiscal 2001
was $234,000 compared to $976,000 in the first quarter of 2000. The cash used in
both periods was related to acquisitions of property, plant and equipment.

         Cash used in financing  activities for the first quarter of fiscal 2001
was $1.7 million  compared to $1.6 million in the first  quarter of fiscal 2000.
Cash used in  financing  activities  for both periods was  primarily  related to
scheduled debt repayments.

         The  Company  believes  that cash flow from  operating  activities  and
borrowings  under the 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 2002 and the Senior  Subordinated Notes in 2007, although no
assurance can be given in this regard. Under the Credit Agreement,  the Revolver
provides $50 million of revolving credit  availability  (of which  approximately
$10.9 million was utilized for  outstanding  commercial and stand-by  letters of
credit as of September 29, 2000).

         GFSI Holdings, Inc. ("Holdings"),  the sole stockholder of the Company,
is dependent  upon the cash flows of the Company 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.
Holdings  will be  dependent  on the  Company  to provide  funds to service  the
indebtedness.  Additionally,  the remaining  cumulative non-cash preferred stock
issued by Holdings  ("Holdings  Preferred Stock") will accrue dividends totaling
approximately  $425,000  annually.  Holdings  Preferred Stock may be redeemed at
stated value  (approximately $3.6 million) plus accrued dividends with mandatory
redemption in 2009.


Derivative and Market Risk Disclosure

         The  Company's  market  risk  exposure  is  primarily  due to  possible
fluctuations in interest rates.  Derivative financial instruments may be used by
the  Company to manage its  exposure  on  variable  rate debt  obligations.  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.  The variable rate debt would be affected by interest rate changes to
the extent the debt is not matched with an interest  rate swap or cap  agreement
or to the extent, in the case of the revolving credit  agreement,  that balances
are outstanding. 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.


                                        9

<PAGE>

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 volume at the College  Bookstore  division during the
first two  fiscal  quarters.  This  pattern  of sales  affects  working  capital
requirements and liquidity,  as the Company generally must finance higher levels
of inventory  during these periods prior to fully  receiving  payment from these
customers. Sales and profitability at the Company's Resort, Corporate and Sports
Specialty divisions typically show no significant  seasonal  variations.  As the
Company  continues to expand into other  markets in its Resorts,  Corporate  and
Sports Specialty divisions, seasonal fluctuations in sales and profitability are
expected to decline.

         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.


                                       10
<PAGE>


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
         -----------------

There has been no change to matters discussed in  Business-Legal  Proceedings in
the Company's Form 10-K as filed with the Securities and Exchange  Commission on
September 29, 2000.

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.  The following exhibits are included with this report:

         Exhibit 27 - Financial Data Schedule (SEC Use Only)

     (b) Reports on Form 8-K

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

                                       11

<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,  INC.
November 13, 2000
                                        /s/ ROBERT G. SHAW
                                        ---------------------------------------
                                        Robert G. Shaw, Sr. Vice President
                                        of Finance and
                                        Principal Accounting Officer


                                       12