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 December 28, 2002.
                               -----------------

           ( )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 of             (I.R.S. Employer Identification No.)
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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                 Yes   ( )                     No  (X)

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
February 1, 2003.


<PAGE>



                           GFSI, INC. AND SUBSIDIARIES
                          Quarterly Report on Form 10-Q
                     For the Quarter Ended December 28, 2002
                                      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                                                       9

     ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
              ABOUT MARKET RISK                                               12

PART II - OTHER INFORMATION                                                   13

SIGNATURE PAGE                                                                14

OFFICERS CERTIFICATION                                                        15



                                       2

<PAGE>


<TABLE>
GFSI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)
<CAPTION>

                                                          December 28,        June 29,
                                                             2002               2002
                                                          ------------       ----------
<S>                                                       <C>                <C>
ASSETS

Current assets:
     Cash and cash equivalents                             $   3,739         $     313
     Accounts receivable, net                                 32,776            32,626
     Inventories, net                                         43,470            45,729
     Prepaid expenses and other current assets                 1,383             1,269
     Deferred income taxes                                     1,195               845
                                                           ----------        ----------
Total current assets                                          82,563            80,782
Property, plant and equipment, net                            20,263            19,671
Other assets:
     Deferred financing costs, net                             3,423             3,873
     Other                                                       509             1,010
                                                           ----------        ----------
Total assets                                               $ 106,758         $ 105,336
                                                           ==========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
     Accounts payable                                      $  10,099         $  12,010
     Accrued interest expense                                  4,174             4,366
     Accrued expenses                                          6,292             5,983
     Income taxes payable                                      8,020             5,087
     Current portion of long-term debt                           197              177
                                                           ----------        ----------
Total current liabilities                                     28,782            27,623
Deferred income taxes                                            762               699
Other long-term obligations                                      527               527
Long-term debt, less current portion                         152,053           156,132

Stockholders' equity (deficiency):

     Common stock, $.01 par value, 10,000
       shares authorized, one share issued
       and outstanding at December 28, 2002
       and June 29, 2002                                          --                --

     Additional paid-in capital                               59,127            59,127
     Accumulated deficiency                                 (134,493)         (138,772)
                                                           ----------        ----------
Total stockholders' deficiency                               (75,366)          (79,645)
                                                           ----------        ----------

Total liabilities and stockholders'
  equity (deficiency)                                      $ 106,758         $ 105,336
                                                           ==========        ==========


See notes to consolidated financial statements.
</TABLE>


                                       3

<PAGE>

<TABLE>
GFSI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED) (In thousands)
<CAPTION>

                                             Quarter Ended                Six Months Ended
                                     ---------------------------     ---------------------------
                                     December 28,   December 28,     December 28,   December 28,
                                         2002           2001             2002           2001
                                     -----------    ------------     ------------   ------------
<S>                                    <C>           <C>              <C>             <C>

Net sales                              $ 54,633      $ 52,265         $ 115,844       $ 106,377
Cost of sales                            34,404        32,820            73,553          66,090
                                      ---------     ---------        ----------      ----------
Gross profit                             20,229        19,445            42,291          40,287

Operating expenses:
   Selling                                6,879         6,022            14,375          11,950
   General and administrative             6,844         6,504            13,479          12,909
                                       ---------     ---------        ----------      ----------
                                         13,723        12,526            27,854          24,859
                                       ---------     ---------        ----------      ----------

Operating income                          6,506         6,919            14,437          15,428

Other income (expense):
   Interest expense                      (3,685)       (3,945)           (7,309)         (8,080)
     Other, net                              11            (5)               11              11
                                       ---------     ---------        ----------      ----------
                                         (3,674)       (3,950)           (7,298)         (8,069)
                                       ---------     ---------        ----------      ----------

Income before income taxes                2,832         2,969             7,139           7,359
Income tax expense                        1,106         1,158             2,786           2,870
                                       ---------     ---------        ----------      ----------
Net income                             $  1,726      $  1,811         $   4,353       $   4,489
                                       =========     =========        ==========      ==========


See notes to consolidated financial statements.
</TABLE>

                                       4


<PAGE>


<TABLE>
GFSI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (In thousand)

<CAPTION>

                                                                                    Six Months Ended

                                                                              December 28,    December 28,
                                                                                  2002            2001
                                                                              ------------    ------------
<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                      $ 4,353          $ 4,489
Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation                                                                 1,576            1,576
     Amortization of deferred financing costs                                       487              549
     Amortization of other intangibles                                              500              500
     (Gain) loss on sale or disposal of property, plant and equipment               (11)               8
     Gain (loss) on foreign currency translation                                      7               --
     Deferred income taxes                                                         (287)             (81)
Changes in operating assets and liabilities:
     Accounts receivable, net                                                      (150)          (8,883)
     Inventories, net                                                             2,259           (1,334)
     Prepaid expenses, other current assets and other assets                       (114)             283
     Income taxes payable                                                         2,933            3,542
     Accounts payable, accrued expenses and other
         long-term obligations                                                   (1,792)          (1,342)
                                                                                --------         --------
Net cash provided by (used in) operating activities                               9,761             (693)
                                                                                --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sales of property, plant and equipment                            14                1
     Purchases of property, plant and equipment                                  (2,172)          (1,988)
                                                                                --------         --------
Net cash used in investing activities                                            (2,158)          (1,987)
                                                                                --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net change in short term borrowings and revolving credit agreement          (4,422)           1,200
     Cash paid for financing costs                                                  (37)              --
     Distributions to GFSI Holdings, Inc.                                           (81)             (49)
     Issuance of long-term debt                                                     450               --
     Payments on long-term debt and capital lease obligations                       (87)          (1,722)
                                                                                --------         --------
Net cash used in financing activities                                            (4,177)            (571)
                                                                                --------         --------

Net increase (decrease) in cash and cash equivalents                              3,426           (3,251)
Cash and cash equivalents at beginning of period                                    313            5,309
                                                                                --------         --------
Cash and cash equivalents at end of period                                      $ 3,739          $ 2,058
                                                                                ========         ========
Supplemental cash flow information:
     Interest paid                                                              $ 7,013          $ 6,868
                                                                                ========         ========
     Income taxes paid (refunded)                                               $   139          $  (962)
                                                                                ========         ========

See notes to consolidated financial statements.
</TABLE>


                                       5

<PAGE>

                           GFSI, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                December 28, 2002

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"), Champion Custom Products,
Inc. ("CCP") and GFSI Canada Company. 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, operations and cash flows 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.  The  consolidated
balance sheet  information as of June 29, 2002 has been derived from the audited
consolidated  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.  For  further  information,  refer  to the
consolidated  financial statements and footnotes thereto for the year ended June
29, 2002 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.      Condensed Consolidating Financial Information
        ---------------------------------------------

     The accompanying  condensed  consolidating  financial  information has been
prepared  and  presented  pursuant to SEC  Regulation  S-X Rule 3-10  "Financial
statements of  guarantors  and issuers of  guaranteed  securities  registered or
being  registered." This information is not necessarily  intended to present the
financial  position,  results of  operations  and cash  flows of the  individual
companies  or groups of  companies  in  accordance  with  accounting  principles
generally  accepted  in the United  States of  America.  Each of the  subsidiary
guarantors  are 100% owned by GFSI,  Inc.  The  subsidiary  guarantees  of GFSI,
Inc.'s debts are full and unconditional.

As of December 28, 2002 (in thousands) (unaudited):

<TABLE>
<CAPTION>
                                              Parent      Subsidiary    Consolidating   Consolidated
                                              Obligor     Guarantors      Adjustments    GFSI, Inc.
                                             --------     ----------    -------------   ------------
<S>                                          <C>           <C>            <C>            <C>
Assets:
    Current assets                           $ 69,957      $ 16,575       $ (3,969)       $ 82,563
    Investment in equity of subsidiaries       13,592            --        (13,592)             --
    Property, plant and equipment, net         19,862           401             --          20,263
    Other assets                                4,902             2           (972)          3,932
                                             ---------     ---------      ---------       ---------
      Total assets                           $108,313      $ 16,978       $(18,533)       $106,758
                                             =========     =========      =========       =========

Liabilities and stockholders' equity
    Current liabilities                      $ 30,435      $  2,316       $ (3,969)       $ 28,782
    Deferred income taxes                         664            98             --             762
    Other long-term obligations                   527            --             --             527
    Long-term debt                            152,053           972           (972)        152,053
    Stockholders' equity (deficiency)         (75,366)       13,592        (13,592)        (75,366)
                                             ---------     ---------      ---------       ---------
      Total liabilities and
        stockholders' equity (deficiency)    $108,313      $ 16,978       $(18,533)       $106,758
                                             =========     =========      =========       =========
</TABLE>

                                       6

<PAGE>
<TABLE>
Six months ended December 28, 2002 (in thousands) (unaudited):

<CAPTION>
                                                      Parent      Subsidiary   Consolidating    Consolidated
                                                     Obligor      Guarantors     Adjustments      GFSI, Inc.
                                                     -------      ----------   -------------    ------------
<S>                                                  <C>           <C>            <C>             <C>
Net sales                                            $ 76,832      $ 41,052       $ (2,040)       $ 115,844
Costs and expenses                                     70,299        33,148         (2,040)         101,407
                                                     ---------     ---------      ---------       ----------
  Operating Income                                      6,533         7,904             --           14,437
Equity in net earnings of subsidiaries                  4,812            --         (4,812)              --
Interest expense                                       (7,285)          (13)            --            7,298
                                                     ---------     ---------      ---------       ----------
Income before income taxes                              4,060         7,891         (4,812)           7,139
Income tax expense (benefit)                             (293)        3,079             --            2,786
                                                     ---------     ---------      ---------       ----------
Net income                                           $  4,353      $  4,812       $ (4,812)       $   4,353
                                                     =========     =========      =========       ==========
</TABLE>

<TABLE>
<CAPTION>
Six months ended December 28, 2002 (in thousands) (unaudited):


                                                      Parent      Subsidiary   Consolidating    Consolidated
                                                     Obligor      Guarantors     Adjustments      GFSI, Inc.
                                                     --------     ----------   -------------    ------------
<S>                                                  <C>           <C>            <C>             <C>

Net cash flows provided by (used in)
  operating activities                               $ 10,637      $   (876)      $     --        $   9,761

Net cash flows used in investing activities            (2,126)          (32)            --           (2,158)

Cash flows from financing activities:
    Net borrowings under revolving
      credit agreements                                (4,422)           --             --           (4,422)
    Payments on long-term debt                            (87)           --             --              (87)
    Intercompany borrowings                              (972)          972             --               --
    Cash paid for financing costs                         (37)           --             --              (37)
    Issuance of long-term debt                            450            --             --              450
    Distributions to GFSI Holdings, Inc.                  (81)           --             --              (81)
                                                     ---------     ---------       --------       ----------
     Net cash provided (used) by
       financing activities                            (5,149)          972             --           (4,177)
                                                     ---------     ---------       --------       ----------

    Net change in cash and cash equivalents             3,362            64             --            3,426
    Cash and cash equivalents at
      beginning of period                                 334           (21)            --              313
                                                     ---------     ---------       --------       ----------
    Cash and cash equivalents end of period          $  3,696      $     43        $    --        $   3,739
                                                     =========     =========       ========       ==========
</TABLE>

<TABLE>

As of June 29, 2002 (in thousands) (unaudited):
<CAPTION>
                                                      Parent      Subsidiary   Consolidating    Consolidated
                                                     Obligor      Guarantors     Adjustments      GFSI, Inc.
                                                     --------     ----------   -------------    ------------
<S>                                                  <C>           <C>            <C>             <C>

Assets:
    Current assets                                   $ 70,942      $ 10,923        $ (1,083)      $ 80,782
    Investment in equity of subsidiaries                8,773            --          (8,773)            --
    Property, plant and equipment, net                 19,120           551              --         19,671
    Other assets                                        4,881             4              (2)         4,883
                                                     ---------     ---------       ---------      ---------
      Total assets                                   $103,716      $ 11,478        $ (9,858)      $105,336
                                                     =========     =========       =========      =========

Liabilities and stockholders' equity
    Current liabilities                              $ 26,198      $  2,510        $ (1,085)      $ 27,623
    Deferred income taxes                                 504           195              --            699
    Other long-term obligations                           527            --              --            527
    Long-term debt                                    156,132            --              --        156,132
    Stockholders' equity (deficiency)                 (79,645)        8,773          (8,773)       (79,645)
                                                     ---------     ---------       ---------      ---------
      Total liabilities and stockholders'
        equity (deficiency)                          $103,716      $ 11,478        $ (9,858)      $105,336
                                                     =========     =========       =========      =========
</TABLE>

                                       7

<PAGE>


Six months ended December 28, 2001 (in thousands) (unaudited):

<TABLE>
<CAPTION>

                                                      Parent      Subsidiary   Consolidating  Consolidated
                                                     Obligor      Guarantors     Adjustments    GFSI, Inc.
                                                     --------     ----------   -------------  ------------
<S>                                                 <C>           <C>          <C>             <C>
Net sales                                            $ 78,206      $ 30,108      $ (1,937)      $ 106,377
Costs and expenses                                     67,994        24,892        (1,937)         90,949
                                                     ---------     ---------     ---------      ----------
Operating Income                                       10,212         5,216            --          15,428

Equity in net earnings of subsidiaries                  3,181            --        (3,181)             --
Interest expense                                       (8,069)           --            --          (8,069)
                                                     ---------     ---------     ---------      -----------
Income before income taxes                              5,324         5,216        (3,181)          7,359
Income tax expense                                        835         2,035            --           2,870
                                                     ---------     ---------     ---------      ----------
Net income                                           $  4,489      $  3,181      $ (3,181)      $   4,489
                                                     =========     =========     =========      ==========
</TABLE>

<TABLE>
Six months ended December 28, 2001 (in thousands) (unaudited):
<CAPTION>

                                                      Parent      Subsidiary    Consolidating  Consolidated
                                                     Obligor      Guarantors      Adjustments    GFSI, Inc.
                                                     --------     ----------    -------------  ------------
<S>                                                 <C>           <C>           <C>            <C>
Net cash flows provided by (used in)
  operating activities                               $   (933)     $    240      $     --       $    (693)

Net cash flows used in investing activities            (1,772)         (215)           --          (1,987)

Cash flows from financing activities:
    Net borrowings under revolving
      credit agreement                                  1,200            --            --           1,200
    Payments on long-term debt                         (1,772)           --            --          (1,722)
    Distributions to GFSI Holdings, Inc.                  (49)           --            --             (49)
                                                     ---------     ---------     ---------      ----------
     Net cash flows used in financing
       activities                                        (571)           --            --            (571)
                                                     ---------     ---------     ---------      ----------

    Net change in cash and cash equivalents            (3,276)           25            --          (3,251)
    Cash and cash equivalents at
      beginning of period                               5,263            46            --           5,309
                                                     ---------     ---------     ---------      ----------
    Cash and cash equivalents end of period          $  1,987      $     71      $     --       $   2,058
                                                     =========     =========     =========      ==========
</TABLE>


4.      Reclassifications
        -----------------

     Certain  reclassifications  have been made to the fiscal 2002  consolidated
and condensed  consolidating  financial statements to conform to the fiscal 2003
presentation.

5.      Subsequent Event
        ----------------

     On December 31, 2002 the Company  completed  the private  placement of $9.9
million of unregistered  9.625% senior  subordinated notes ("Exchange Notes") in
exchange  for  $24  million  aggregate  principal  amount  at  maturity  of GFSI
Holdings,  Inc.  11.375% Senior Discount Notes (the "Holdings  Discount  Notes")
with an accreted book value of $19.9  million.  The  acquisition of the Holdings
Discount Notes by the Company is considered an early extinguishment of Holdings'
debt, and accordingly, Holdings will record a pre-tax gain on the transaction of
approximately $9.6 million, net of related costs, in the third quarter of fiscal
2003.

     The Exchange  Notes are  unsecured  obligations  of the Company,  mature on
March 1, 2007, pay interest  semi-annually  on March 1 and September 1, and were
issued under an indenture with  substantially  identical  terms as the indenture
governing the $125 million aggregate  principal amount at maturity of GFSI, Inc.
Senior  Subordinated  Notes issued on February 27, 1997. The Exchange Notes were
guaranteed by each of the Company's  wholly-owned  subsidiaries  (Event One, CCP
and GFSI Canada  Company).  The  Exchange  Notes were  issued to an  "accredited
investor" and were exempt from registration under Rule 144 of the Securities Act
of 1933. The Company  intends to file an exchange offer  registration  statement
with the Securities and Exchange  Commission in the third quarter of fiscal 2003
to enable  the  holder  of the  Exchange  Notes to  exchange  them for  publicly
registered notes having terms substantially identical to the Exchange Notes.


                                       8

<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,  2002.  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
Company's  ability 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 Company's ability 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.

Critical accounting policies

     The following  discussion and analysis of financial  condition,  results of
operations,  liquidity  and  capital  resources  is  based  upon  the  Company's
consolidated  financial statements,  which have been prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States.  Generally
accepted  accounting  principles require estimates and judgments that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure  of  contingent  assets and  liabilities.  On an ongoing  basis,  the
Company  evaluates  its  estimates,   including  those  related  to  bad  debts,
inventories,  intangible  assets,  long-lived  assets,  deferred  income  taxes,
accrued expenses,  contingencies and litigation. The Company bases its estimates
on historical  experience and on various other  assumptions that it believes are
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other sources.  Actual results may differ  materially
from these estimates under different assumptions or conditions.

     The Company's  management believes that some of its significant  accounting
policies involve a higher degree of judgment or complexity than other accounting
policies.  Identified below are the policies deemed critical to its business and
the understanding of its results of operations.

     Revenue  recognition.  The  Company  recognizes  revenues  when  goods  are
shipped,  title has  passed,  the sales  price is fixed  and  collectibility  is
reasonably assured.  Returns,  discounts and sales allowance estimates are based
on projected sales trends,  historical  data and other known factors.  If actual
returns,  discounts and sales  allowances are not consistent with the historical
data used to calculate these estimates, net sales could either be understated or
overstated.

     Accounts  receivable.  Accounts  receivable  consist  of  amounts  due from
customers and business partners. The Company maintains an allowance for doubtful
accounts to reflect  expected  credit losses and provides for bad debts based on
collection  history and  specific  risks  identified  on a  customer-by-customer
basis.  A  considerable  amount of judgment  is required to assess the  ultimate
realization of accounts receivable and the  credit-worthiness  of each customer.
Furthermore,  these judgments must be continually  evaluated and updated. If the
historic data used to evaluate credit risk does not reflect future  collections,
or, if the financial  condition of the Company's  customers  were to deteriorate
causing an impairment of their ability to make payments,  additional  provisions
for bad debts may be required in future periods. Accounts receivable at December
28, 2002 and June 28, 2002 were net of allowance  for doubtful  accounts of $1.1
million and $838,000, respectively.

     Inventories.  Inventories  are  carried  at the  lower  of cost  or  market
determined under the First-In,  First-Out (FIFO) method. The Company writes down
obsolete and  unmarketable  inventories  to their  estimated  market value based
upon, among other things, assumptions about future demand and market conditions.
If actual  market  conditions  are less  favorable  than  projected,  additional
inventory write-downs may be required.


                                       9

<PAGE>


COMPARISON OF OPERATING RESULTS FOR THE QUARTERS ENDED DECEMBER 28, 2002
AND DECEMBER 28, 2001.

     Net Sales.  Net sales for the quarter ended  December 28, 2002 increased 5%
to $54.6 million  compared to $52.3 million last year. The increase in net sales
was primarily  due to sales growth from the Licensed  Apparel  group,  which was
partially offset by sales decreases from the Corporate  division.  The net sales
growth in the Licensed  Apparel group was from college  bookstore  customers and
was most  pronounced in our Champion  licensed  products group (CCP).  Net sales
from college bookstore customers for the second quarter of fiscal 2003 were $3.0
million greater than last year while sales for the Corporate  division were $1.3
million less than last year. A soft  economy and reduced  corporate  spending on
marketing and employee  incentive  programs have had a detrimental effect on the
net sales of the Corporate division.

     Gross  Profit.  Gross  profit  for the  quarter  ended  December  28,  2002
increased 4% to $20.2 million  compared to $19.4 million last year. Gross profit
as a  percentage  of net sales was  comparable  for both  periods  at about 37%.
College bookstore sales represented 46% of net sales for the quarter compared to
43% last year.

     Operating  Expenses.  Operating expenses for the quarter ended December 28,
2002  increased  10% to $13.7  million from $12.5  million last year.  Operating
expenses as a percentage of net sales were 25.1% in the second quarter of fiscal
2003  compared  to 24.0% last year.  Operating  expenses  increased  due to more
revenue generated from college bookstore sales, which carry royalty fees and are
marketed through more expensive  distribution channels. In addition, the Company
incurred  higher bad debt  expense in fiscal  2003 and changed the timing of its
annual sales meetings, which were held in the second quarter of fiscal 2003. The
annual sales meetings were held in the third quarter last year.

     Operating  Income.  Operating  income  decreased  6% to $6.5 million in the
second  quarter of fiscal 2003  compared to $6.9  million  last year.  Operating
income as a percentage of net sales  decreased to 11.9% in the second quarter of
fiscal 2003 from 13.2% in the second  quarter of fiscal  2002.  The  decrease in
operating  income as a  percentage  of sales was the result of the  increase  in
operating expenses.

     EBITDA. EBITDA decreased 5% to $7.6 million in the second quarter of fiscal
2003  compared to $7.9  million last year.  EBITDA as a percentage  of net sales
decreased  to 13.8% in the  quarter  ended  December  28, 2002 from 15.2% in the
quarter ended  December 28, 2001. The decrease in EBITDA was the result of lower
operating income.

     Interest Expense. Interest expense in the second quarter of fiscal 2003 was
$3.7 million  compared to $3.9 million last year.  Lower  interest rates created
the decrease in interest expense.

      Net Income.   Net income  for  the  second  quarter  of  fiscal  2003  was
$1.7 million compared to $1.8 million for the second quarter of fiscal 2002. The
decrease was primarily the result of the decline in operating income.


COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED DECEMBER 28, 2002
AND DECEMBER 28, 2001.

     Net Sales.  Net sales for the six months ended  December 28, 2002 increased
9% to $115.8  million from $106.4  million in the six months ended  December 28,
2001. The increase in net sales from last year was due to strong growth from the
Licensed Apparel group,  which was fueled by a 42% increase in revenue from CCP.
The net  sales  increase  from CCP was  partially  offset  by a 28%  decline  in
Corporate  division sales.  Net sales for CCP for the first six months of fiscal
2003 were $10.8 million  greater than last year while  Corporate  division sales
were $5.1 million less than last year.  Management  believes  that the Company's
customers  have  shifted  their  purchases  to lower  priced  apparel  with less
expensive  decoration,  which has  enhanced  the sales of CCP's more  moderately
priced goods. A soft economy and consequent  reductions in corporate spending on
marketing and employee  incentive  programs have had a detrimental effect on the
net sales of the Corporate division.

     Gross  Profit.  Gross  profit for the six months  ended  December  28, 2002
increased  5% to $42.3  million  from  $40.3  million  in the six  months  ended
December 28, 2001.  Gross profit as a percentage of net sales decreased to 36.5%
from 37.9% last year.  The decrease in gross profit as a percentage of net sales
was the result of a change in  customer  purchasing.  College  bookstore  sales,
fueled by CCP,  represented  52% of net sales  for the six  month  period  ended
December 28, 2002 compared to 45% last year.  College  bookstore sales generally
provide a lower gross profit than the Company's other divisions.

     Operating  Expenses.  Operating  expenses for the six months ended December
28, 2002 increased 12% to $27.9 million from $24.9 million last year.  Operating
expenses  as a  percentage  of net sales  were  24.0% in the first six


                                       10

<PAGE>



months of fiscal 2003  compared to 23.4% in the first six months of fiscal 2002.
The increase in operating  expenses was  principally due to a greater portion of
fiscal 2003 sales generated from college  bookstore  sales,  which carry royalty
fees and are marketed through more expensive distribution channels. In addition,
the Company incurred higher bad debt expense in fiscal 2003 due to soft economic
conditions.

     Operating Income.  Operating income decreased 6% to $14.4 million in fiscal
2003 from $15.4 million in fiscal 2002.  Operating income as a percentage of net
sales  decreased to 12.5% in fiscal 2003 from 14.5% in fiscal 2002. The decrease
in  operating  income as a  percentage  of sales was the result of a lower gross
profit  percentage  on higher net sales  combined with the increase in operating
expenses.

     EBITDA.  EBITDA  decreased  6% to $16.5  million in the first six months of
fiscal 2003 from $17.5 million in the first six months of fiscal 2002. EBITDA as
a percentage  of net sales  decreased to 14.3% in the six months ended  December
28, 2002 from 16.5% in the  comparable  period last year. The decrease in EBITDA
was a result of lower operating income.

     Interest  Expense.  Interest expense in the first six months of fiscal 2003
was $7.3 million,  $771,000  less than the  comparable  period last year.  Lower
interest rates created the decrease in interest expense.

     Net  Income.  Net income  for the first six months of fiscal  2003 was $4.4
million,  $136,000  less than the first six months of fiscal 2002.  The decrease
was primarily the result of the decrease in operating income.

LIQUIDITY AND CAPITAL RESOURCES

     Cash  provided by  operating  activities  in the first six months of fiscal
2003 was $9.8 million compared to cash used by operating  activities of $693,000
last year.  Fiscal 2002  operating  cash flows were used to fund the increase in
accounts  receivable  and  inventory  related to the addition of the CCP college
bookstore business.

     Cash used in  investing  activities  in the first six months of fiscal 2003
was $2.2  million  compared  to $2.0  million  last year.  The cash used in both
periods was related to the acquisition of property, plant and equipment.

     Cash used in  financing  activities  in the first six months of fiscal 2003
was $4.2 million  compared to $571,000 in the comparable  period of fiscal 2002.
Payments of bank debt was the primary use of cash in fiscal 2003.

     Under the  Company's  Revolving  Bank Credit  Agreement  ("RBCA") up to $65
million of revolving credit availability is provided, of which $26.1 million was
borrowed  and  outstanding  and  approximately  $5.9  million was  utilized  for
outstanding  commercial and stand-by  letters of credit as of December 28, 2002.
At December 28, 2002,  $28.4 million was available for future  borrowings  under
the RBCA.  The Company  believes that cash flows from  operating  activities and
borrowings under the RBCA will be adequate to meet the Company's  short-term and
future liquidity  requirements prior to the maturity of the RBCA in fiscal 2005,
although no assurance can be given in this regard.

     The Company anticipates paying dividends to its parent, GFSI Holdings, Inc.
("Holdings")  to enable  Holdings to pay  corporate  income  taxes,  interest on
subordinated  discount notes issued by Holdings (the "Holdings Discount Notes"),
fees payable under a consulting agreement, preferred stock dividends and certain
other ordinary  course expenses  incurred on behalf of the Company.  Holdings is
dependent  upon the cash flows of the  Company to provide  funds to service  the
Holdings Discount Notes. Holdings Discount Notes do not have an annual cash flow
requirement  until  fiscal  2005 as they  accrue  interest at 11.375% per annum,
compounded  semi-annually to an aggregate  principal amount of $108.5 million at
September 15, 2004. Thereafter, the Holdings 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. Additionally, Holdings'
cumulative non-cash preferred stock ("Holdings Preferred Stock") dividends total
approximately  $396,000  annually.  Holdings  Preferred Stock may be redeemed at
stated value  (approximately $3.4 million) plus accrued dividends with mandatory
redemption in fiscal 2009.



                                       11

<PAGE>


SUBSEQUENT EVENT

     On December 31, 2002 the Company  completed  the private  placement of $9.9
million of unregistered  9.625% senior  subordinated notes ("Exchange Notes") in
exchange  for  $24  million  aggregate  principal  amount  at  maturity  of GFSI
Holdings,  Inc.  11.375% Senior Discount Notes (the "Holdings  Discount  Notes")
with an accreted book value of $19.9  million.  The  acquisition of the Holdings
Discount Notes by the Company is considered an early extinguishment of Holdings'
debt, and accordingly, Holdings will record a pre-tax gain on the transaction of
approximately $9.6 million, net of related costs, in the third quarter of fiscal
2003.

     The Exchange  Notes are  unsecured  obligations  of the Company,  mature on
March 1, 2007, pay interest  semi-annually  on March 1 and September 1, and were
issued under an indenture with  substantially  identical  terms as the indenture
governing the $125 million aggregate  principal amount at maturity of GFSI, Inc.
Senior  Subordinated  Notes issued on February 27, 1997. The Exchange Notes were
guaranteed by each of the Company's  wholly-owned  subsidiaries  (Event One, CCP
and GFSI Canada  Company).  The  Exchange  Notes were  issued to an  "accredited
investor" and were exempt from registration under Rule 144 of the Securities Act
of 1933. The Company  intends to file an exchange offer  registration  statement
with the Securities and Exchange  Commission in the third fiscal quarter of 2003
to enable  the  holder  of the  Exchange  Notes to  exchange  them for  publicly
registered notes having terms substantially identical to the Exchange Notes.

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 during the first two fiscal
quarters.  Sales at the Company's Resort and Corporate  divisions typically show
little 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 DISCLOSURES ABOUT MARKET RISK


DERIVATIVE AND MARKET RISK DISCLOSURE

     The   Company's   market  risk   exposure  is  primarily  due  to  possible
fluctuations  in  interest  rates.  The  fixed  rate  portion  of the  Company's
long-term  debt does not bear  significant  interest rate risk. An immediate 10%
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.




                                       12

<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

     4.11   Indenture, dated as of December 31, 2002 between GFSI, Inc.
            and State Street Bank and Trust Company.

     4.12   9 5/8% Series A Senior Subordinated Note due 2007.

    10.25   Exchange Agreement, dated as of December 31, 2002, between
            GFSI, Inc. and Jefferies Company, Inc.

    10.26   Consent and Amendment, dated as of December 31, 2002, to the Credit
            Agreement, dated March 28, 2002.

(b)  Reports on Form 8-K

         None.



                                       13

<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.
February 5, 2003
                                        /s/ J. CRAIG PETERSON
                                       -----------------------------------------

                                       J. Craig Peterson, Sr.
                                       Vice President of Finance and Principal
                                       Accounting Officer



                                       14

<PAGE>


 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REGARDING GFSI, INC.'S QUARTERLY
       REPORT ON FORM 10-Q FOR THE FISCAL PERIOD ENDED DECEMBER 28, 2002


I, Robert M. Wolff,  Chairman and Chief Executive Officer  (Principal  Executive
Officer) of GFSI, Inc., certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of GFSI, Inc.;

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

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

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

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

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date.

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

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

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

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

Date:    February 5, 2003


/S/  ROBERT M. WOLFF
---------------------------------------
Robert M. Wolff
Chairman and Chief Executive Officer



                                       15

<PAGE>


      CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REGARDING GFSI, INC.'S
  QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL PERIOD ENDED DECEMBER 28, 2002



I, J.  Craig  Peterson,  Senior  Vice  President  and  Chief  Financial  Officer
(Principal Financial Officer) of GFSI, Inc., certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of GFSI, Inc.;

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

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

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

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

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date.

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

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

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

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

Date:    February 5, 2003


/S/    J. CRAIG PETERSON
---------------------------------------
J. Craig Peterson
Senior Vice President and Chief Financial Officer