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, 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
November 1, 2002.



                                       -1-

<PAGE>

                           GFSI, INC. AND SUBSIDIARIES
                          Quarterly Report on Form 10-Q
                    For the Quarter Ended September 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 DISCLOSURE ABOUT
                  MARKET RISK                                               12

         ITEM 4 - CONTROLS AND PROCEDURES                                   12



PART II - OTHER INFORMATION                                                 13

SIGNATURE PAGE                                                              14

OFFICERS CERTIFICATION                                                      15



                                       -2-

<PAGE>


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

                                                                         September 28,      June 29,
                                                                             2002             2002
                                                                         -------------     ---------
<S>                                                                         <C>            <C>

Assets
Current assets:
     Cash and cash equivalents                                             $   1,196       $     313
     Accounts receivable, net                                                 40,661          32,626
     Inventories, net                                                         48,831          45,729
     Deferred income taxes                                                       905             845
     Prepaid expenses and other current assets                                 1,323           1,269
                                                                           ----------      ----------
Total current assets                                                          92,916          80,782
Property, plant and equipment, net                                            19,752          19,671
Other assets:
     Deferred financing costs, net                                             3,643           3,873
     Other                                                                       761           1,010
                                                                           ----------      ----------
Total assets                                                               $ 117,072       $ 105,336
                                                                           ==========      ==========

Liabilities and stockholder's equity
Current liabilities:
     Accounts payable                                                      $  11,998       $  12,010
     Accrued interest expense                                                  1,246           4,366
     Accrued expenses                                                          7,948           5,983
     Income taxes payable                                                      6,726           5,087
     Current portion of long-term debt                                           183             177
                                                                           ----------      ----------
Total current liabilities                                                     28,101          27,623
Deferred income taxes                                                            745             699
Other long-term obligations                                                      527             527
Long-term debt, less current portion                                         164,851         156,132

Stockholder's equity (deficiency):
     Common stock, $.01 par value, 10,000 shares authorized, one share
          issued and outstanding at September 28, 2002 and June 29, 2002          --              --
     Additional paid-in capital                                               59,127          59,127
     Accumulated deficiency                                                 (136,279)       (138,772)
                                                                           ----------      ----------
Total stockholder's equity (deficiency)                                      (77,152)        (79,645)
                                                                           ----------      ----------
Total liabilities and stockholder's equity (deficiency)                    $ 117,072       $ 105,336
                                                                           ==========      ==========


See notes to consolidated financial statements.
</TABLE>



                                       -3-

<PAGE>

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


                                                  Quarter Ended
                                         September 28,     September 28,
                                             2002              2001
                                         -------------    --------------
Net sales                                   $ 61,211         $ 54,112
Cost of sales                                 39,149           33,270
                                         -------------    --------------
Gross profit                                  22,062           20,842

Operating expenses:
     Selling                                   7,496            5,928
     General and administrative                6,635            6,405
                                         -------------    --------------
                                              14,131           12,333
                                         -------------    --------------

Operating income                               7,931            8,509

Other income (expense):
     Interest expense                         (3,624)          (4,135)
     Other, net                                   --               16
                                         -------------    --------------
                                              (3,624)          (4,119)
                                         -------------    --------------
Income before income taxes                     4,307            4,390
Income tax expense                            (1,680)          (1,712)
                                         -------------    --------------
Net income                                  $  2,627         $  2,678
                                         =============    ==============


See notes to consolidated financial statements.



                                       -4-

<PAGE>

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

                                                                                   Quarter Ended
                                                                          September 28,       September 28,
                                                                              2002                2001
                                                                          -------------       -------------
<S>                                                                         <C>                  <C>

Cash flows from operating activities:
Net income                                                                 $  2,627             $  2,678
Adjustments to reconcile net income to net cash provided by (used in)
    operating activities:
     Depreciation                                                               780                  804
     Amortization of deferred financing costs                                   244                  303
     Amortization of other intangibles                                          250                  250
     Deferred income taxes                                                      (14)                 (62)
     Gain (loss) on foreign currency translation                                 (6)                   -
Changes in operating assets and liabilities:
     Accounts receivable, net                                                (8,035)             (12,606)
     Inventories, net                                                        (3,102)              (2,368)
     Prepaid expenses, other current assets and other assets                    (56)                 157
     Income taxes payable                                                     1,638                2,515
     Accounts payable, accrued expenses and other
         long-term obligations                                               (1,166)               2,796
                                                                           ---------            ---------
Net cash used in operating activities                                        (6,840)              (5,533)
                                                                           ---------            ---------

Cash flows from investing activities:
     Proceeds from sales of property, plant and equipment                         -                    1
     Purchases of property, plant and equipment                                (861)                (775)
                                                                           ---------            ---------
Net cash used in investing activities                                          (861)                (774)
                                                                           ---------            ---------

Cash flows from financing activities:
     Net changes in short-term borrowings and revolving credit agreement      8,321                4,650
     Issuance of long-term debt                                                 450                    -
     Payments on long-term debt                                                 (46)              (1,666)
     Cash paid for financing costs                                              (13)                   -
     Distributions to GFSI Holdings, Inc.                                      (128)                 (49)
                                                                           ---------            ---------
Net cash provided by financing activities                                     8,584                2,935
                                                                           ---------            ---------

Net change in cash and cash equivalents                                         883               (3,372)
Cash and cash equivalents at beginning of period                                313                5,309
                                                                           ---------            ---------
Cash and cash equivalents at end of period                                 $  1,196             $  1,937
                                                                           =========            =========
Supplemental cash flow information:
     Interest paid                                                         $  6,499             $  6,592
                                                                           =========            =========
     Income taxes paid (refunded)                                          $     57             $   (740)
                                                                           =========            =========
</TABLE>

See notes to consolidated financial statements.


                                       -5-

<PAGE>

                           GFSI, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 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
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 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 September 28, 2002 (in thousands) (unaudited):
<TABLE>
<CAPTION>

                                                                      Parent       Subsidiary   Consolidating   Consolidated
                                                                      Obligor      Guarantors   Adjustments     GFSI, Inc.
                                                                      ---------    ----------   -------------   ------------
<S>                                                                    <C>         <C>           <C>             <C>
Assets:
    Current assets                                                    $  79,721    $  17,061     $  (3,866)      $  92,916
    Investment in equity of subsidiaries                                 11,214            -       (11,214)              -
    Property, plant and equipment, net                                   19,263          489             -          19,752
    Other assets                                                          4,401            4            (1)          4,404
                                                                      ----------   ----------    ----------      ----------
        Total assets                                                  $ 114,599    $  17,554     $ (15,081)      $ 117,072
                                                                      ==========   ==========    ==========      ==========

Liabilities and stockholders' equity
    Current liabilities                                               $  25,823    $   6,145     $  (3,867)      $  28,101
    Deferred income taxes                                                   550          195             -             745
    Other liabilities                                                       527            -             -             527
    Long-term debt                                                      164,851            -             -         164,851
    Stockholders' equity (deficiency)                                   (77,152)      11,214       (11,214)        (77,152)
                                                                      ----------   ----------    ----------     ----------
        Total liabilities and stockholders' equity (deficiency)       $ 114,599    $  17,554     $ (15,081)      $ 117,072
                                                                      ==========   ==========    ==========      =========
</TABLE>


                                       -6-
<PAGE>
<TABLE>
<CAPTION>

Quarter ended September 28, 2002 (in thousands) (unaudited):

                                                                     Parent       Subsidiary   Consolidating   Consolidated
                                                                     Obligor      Guarantors   Adjustments     GFSI, Inc.
                                                                     ---------    ----------   -------------   ------------
<S>                                                                  <C>          <C>            <C>            <C>
Revenues                                                             $  39,969    $  21,420      $    (178)     $  61,211
Costs and expenses                                                      36,049       17,409           (178)        53,280
                                                                     ----------   ----------     -----------    ----------
    Operating Income                                                     3,920        4,011              -          7,931
Equity in net earnings of subsidiaries                                   2,446            -          (2,446)            -
Interest expense                                                        (3,622)          (2)              -        (3,624)
                                                                     ----------   ----------     -----------    ----------
Income before income taxes                                               2,744        4,009          (2,446)        4,307
Income tax expense                                                         117        1,563               -         1,680
                                                                     ----------   ----------     -----------    ----------
Net income                                                           $   2,627    $   2,446      $  (2,446)     $   2,627
                                                                     ==========   ==========     ===========    ==========
</TABLE>


<TABLE>
<CAPTION>

Quarter ended September 28, 2002 (in thousands) (unaudited):

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

Net cash flows used in operating activities                           $ (6,945)      $  105       $      -       $ (6,840)

Net cash flows used in investing activities                               (833)         (28)             -           (861)

Cash flows from financing activities:
    Net borrowings under revolving credit agreements                     8,321            -              -          8,321
    Payments on long-term debt                                             (46)           -              -            (46)
    Cash paid for financing costs                                          (13)           -              -            (13)
    Issuance of long-term debt                                             450            -              -            450
    Distributions to GFSI Holdings, Inc.                                  (128)           -              -           (128)
                                                                      ---------     --------      --------       ---------
         Net cash provided by financing activities                       8,584            -              -          8,584
                                                                      ---------     --------      --------       ---------

    Net change in cash and cash equivalents                                806           77              -            883
    Cash and cash equivalents at beginning of period                       334          (21)             -            313
                                                                      ---------     --------      --------       ---------
    Cash and cash equivalents end of period                           $  1,140      $    56       $      -       $  1,196
                                                                      =========     ========      ========       =========
</TABLE>


<TABLE>
<CAPTION>

As of June 29, 2002 (in thousands) (unaudited):

                                                                      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 liabilities                                                       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>
<TABLE>
<CAPTION>

Quarter ended September 28, 2001 (in thousands) (unaudited):

                                                                     Parent       Subsidiary   Consolidating   Consolidated
                                                                     Obligor      Guarantors   Adjustments     GFSI, Inc.
                                                                     ---------    ----------   -------------   ------------
<S>                                                                  <C>          <C>             <C>            <C>
Revenues                                                             $ 40,958      $ 13,352      $   (198)       $ 54,112
Costs and expenses                                                     34,612        11,189          (198)         45,603
                                                                     ---------     --------      ----------      ---------
    Operating Income                                                    6,346         2,163             -           8,509
Equity in net earnings of subsidiaries                                  1,318             -        (1,318)              -
Interest expense                                                       (4,135)            -             -          (4,135)
Other, net                                                                 16             -             -              16
                                                                     ---------     --------      ---------       ---------
Income before income taxes                                              3,545         2,163        (1,318)          4,390
Income tax expense                                                        867           845             -           1,712
                                                                     ---------     --------      ---------       ---------
Net income                                                           $  2,678      $  1,318      $ (1,318)       $  2,678
                                                                     =========     ========      =========       =========
</TABLE>


<TABLE>
<CAPTION>

Quarter ended September 28, 2001 (in thousands) (unaudited):

                                                                     Parent       Subsidiary   Consolidating   Consolidated
                                                                     Obligor      Guarantors   Adjustments     GFSI, Inc.
                                                                     ---------    ----------   -------------   ------------
<S>                                                                  <C>           <C>           <C>             <C>
Net cash flows used in operating activities                          $(5,639)      $    106      $      -        $(5,533)

Net cash flow from investing activities:
    Proceeds from sales of property, plant and equipment                   1              -             -              1
    Purchase of property, plant and equipment                           (591)          (184)            -           (775)
                                                                     --------      ---------     --------        --------
         Net cash flows used in investing activities                 $  (590)          (184)            -           (774)
                                                                     --------      ---------     --------        --------

Cash flows from financing activities:
    Net borrowings under revolving credit agreement                    4,650              -             -          4,650
    Payments on long-term debt                                        (1,666)             -             -         (1,666)
    Distributions to GFSI Holdings, Inc.                                 (49)             -             -            (49)
                                                                     --------      ---------     --------        --------
         Net cash flows provided by financing activities             $ 2,935              -             -        $ 2,935
                                                                     --------      ---------     --------        --------

    Net change in cash and cash equivalents                           (3,294)           (78)            -         (3,372)
    Cash and cash equivalents at beginning of period                   5,263             46             -          5,309
                                                                     --------      ---------     --------        --------
    Cash and cash equivalents end of period                          $ 1,969       $    (32)     $      -        $ 1,937
                                                                     ========      =========     ========        ========
</TABLE>



4.       Reclassification
         ----------------

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


                                       -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 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.

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.

         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.  The Company  also  records  changes in
valuation  allowances  due to changes  in its  operating  strategy,  such as the
discontinuances  of  certain  product  lines and other  merchandising  decisions
related to changes in demand.  It is possible  that further  changes in required
inventory  allowances  may be  necessary  in the  future  as a result  of market
conditions and competitive pressures.


                                       -9-

<PAGE>
Comparison of Operating Results for the Quarters Ended September 28, 2002 and
September 29, 2001.

         Net Sales. Net sales for the quarter ended September 28, 2002 increased
13% to $61.2 million  compared to $54.1  million last year.  The increase in net
sales was  primarily  due to  robust  sales  growth  from the  Licensed  Apparel
division,  which was partially  offset by sales  decreases  from the  Corporate,
Resort and Golf divisions. The net sales growth in the Licensed Apparel division
was from college  bookstore  customers  and was most  pronounced in our Champion
licensed  products group ("CCP").  Net sales of CCP for the quarter  represented
33% of the Company's  total net sales, up from 24% of total net sales 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,  Resort and Golf  divisions.  Management  believes that the Company's
customers  have  shifted  their  purchases to less  expensive  apparel with less
expensive decoration.

         Gross  Profit.  Gross profit for the quarter  ended  September 28, 2002
increased 6% to $22.1 million  compared to $20.8 million last year. Gross profit
as a percentage of net sales decreased to 36.0% compared to 38.5% 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 62%
of net sales for the quarter compared to 51% last year.  College bookstore sales
generally  provide a lower gross  profit  than the  Company's  other  divisions.
Fiscal  2003  gross  profit  also  decreased  due  to  sales  of  close-out  and
discontinued merchandise.

         Operating Expenses.  Operating expenses for the quarter ended September
28, 2002 increased 15% to $14.1 million from $12.3 million last year.  Operating
expenses as a percentage  of net sales were 23.1% in the first quarter of fiscal
2003 compared to 22.8% last year.  The increase in operating  expenses  resulted
from  higher  selling  expenses.  A greater  portion  of fiscal  2003 sales were
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  in the
golf, resort and leisure markets.

         EBITDA.  EBITDA  decreased 6% to $9.0  million in the first  quarter of
fiscal 2003  compared to $9.6 million last year.  EBITDA as a percentage  of net
sales  decreased to 14.6% in the quarter ended  September 28, 2002 from 17.7% in
the quarter ended  September 28, 2001. The decrease in EBITDA as a percentage of
sales was the result of a lower gross profit percentage on higher net sales.

         Operating Income.  Operating income decreased 7% to $7.9 million in the
first  quarter of fiscal 2003  compared  to $8.5  million  last year.  Operating
income as a percentage  of net sales  decreased to 13.0% in the first quarter of
fiscal  2003 from 15.7% in the first  quarter of 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.

         Interest Expense. Interest expense decreased 12% to $3.6 million in the
first  quarter of fiscal 2003 from $4.1  million in the first  quarter of fiscal
2002 due to lower interest rates.

         Net  Income.  Net income for the first  quarter of fiscal 2003 was $2.6
million  compared to $2.7 for the first quarter of fiscal 2002. The decrease was
a result of the decline in operating income.

         Outlook.  On October 5, 2002 the  International  Longshore  & Warehouse
Union  (ILWU)  declared  a strike at all ports on the West  Coast of the  United
States.  Although President Bush subsequently  intervened and invoked the 80 day
cooling  off  period  under  provisions  of the  Taft-Hartley  Act,  the pace of
subsequent  shipping  traffic at West Coast  ports is  presently  reported to be
60-75% of normal levels.  The Company  imports most of the apparel it sells from
foreign  sources  and is  dependent  upon the free  flow of  goods  through  the
strike-affected ports to receive merchandise from its suppliers in the Far East.
While the financial  impact,  if any, of the temporary work stoppage and ensuing
transportation  disruption is not presently  determinable,  the Company believes
that the strike could have a negative  impact on its second  quarter  operations
due to  unplanned  delays in receiving  merchandise  and an increase in shipping
costs associated with receiving cargo by alternative  means. In addition,  while
another work  stoppage is not expected,  there can be no assurance  that another
strike will not ensue once the 80 day cooling off period expires on December 27,
2002.

                                      -10-

<PAGE>
Liquidity and Capital Resources

         Cash used in operating  activities for the first quarter of fiscal 2003
was $6.8 million  compared to cash used of $5.5 million in the first  quarter of
fiscal 2002.  Cash was used to purchase  inventory and support  higher  accounts
receivable created by higher sales.

         Cash used in investing  activities  in the first quarter of fiscal 2003
was $861,000 compared to $774,000 in the first quarter of 2002. 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
2003 was $8.6  million  compared to cash  provided of $2.9  million in the first
quarter of fiscal  2002.  The cash  provided  by  financing  activities  for the
quarter ended  September 28, 2002 was primarily  attributable to $8.3 million in
borrowings under the Company's revolving credit agreement. These borrowings were
used  to  support  the  inventory  and  accounts   receivable   working  capital
requirements related to increased sales.

         Under the Company's  Revolving Bank Credit Agreement ("RBCA") up to $65
million of revolving credit availability is provided, of which $38.9 million was
borrowed  and  outstanding  and  approximately  $7.0  million was  utilized  for
outstanding  commercial and stand-by letters of credit as of September 28, 2002.
At September 28, 2002,  $19.1 million was available for future  borrowings under
the RBCA.

         The Company  believes  that cash flows from  operating  activities  and
borrowings  under RBCA will be adequate  to meet the  Company's  short-term  and
future liquidity  requirements  prior to the maturity of its RBCA in fiscal 2005
although no assurance can be given in this regard.

         GFSI, Inc.  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 and certain  other  ordinary  course
expenses  incurred on behalf of the GFSI,  Inc.  Holdings is dependent  upon the
cash flows of GFSI,  Inc.  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  $407,000  annually.  Holdings  Preferred Stock may be redeemed at
stated value  (approximately $3.4 million) plus accrued dividends with mandatory
redemption in fiscal 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 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.

                                      -11-

<PAGE>

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. 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 RBCA, 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.


ITEM 4.  CONTROLS AND PROCEDURES

         Within the 90 days prior to the date of filing this Quarterly Report on
Form 10-Q, an evaluation was performed under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
and the Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 15d-14(c)). Based on that evaluation, the
Company's management, including the Chief Executive Officer and the Chief
Financial Officer, concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings. Subsequent to the date of that
evaluation, there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls,
nor were any corrective actions required with regard to significant deficiencies
and material weaknesses.

                                      -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: None

         (b)  Reports on Form 8-K

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


                                      -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.
November 6, 2002
                          /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 SEPTEMBER 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; 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 there  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:  November 6, 2002


/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 SEPTEMBER 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 day 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 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 there  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:  November 6, 2002


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



                                      -16-