SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                       FOR THE QUARTER ENDED JUNE 30,2001

                         Commission file number: 0-19298

                               RIDDELL SPORTS INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      22-2890400
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


           2525 HORIZON LAKE DRIVE, SUITE 1, MEMPHIS, TENNESSEE 38133
              (Address of principal executive offices) (Zip code)

                                 (901) 387-4300
              (Registrant's telephone number, including area code)

                 1450 BROADWAY, SUITE 2001, NEW YORK, NY 10018
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 1935 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. Yes [X] No [ ]

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

                  9,452,250 Common Shares as of August 10, 2001

                                       1
<PAGE>


                               RIDDELL SPORTS INC.

                                      INDEX

                                                                            Page
Form 10-Q Cover Page                                                           1
Form 10-Q Index                                                                2
Part I. Financial Information:
         Item 1. Financial Statements:
           Condensed Consolidated Balance Sheets                               3
           Condensed Consolidated Statements of Operations                     4
           Condensed Consolidated Statements of Stockholders' Equity           5
           Condensed Consolidated Statements of Cash Flows                     6
           Notes to Condensed Consolidated Financial Statements                7
         Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations                      11
Part II. Other Information:
         Item 1. Legal Proceedings                                            17
         Item 2. Changes in Securities                                        17
         Item 3. Defaults upon Senior Securities                              17
         Item 4. Submission of Matters to a Vote of Security Holders          17
         Item 5. Other Information                                            18
         Item 6. Exhibits and Reports on Form 8-K                             18
Signatures                                                                    19

               SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING
                                   STATEMENTS

     This report contains certain statements which are "forward-looking"
statements under the federal securities laws that are based on the beliefs of
management as well as assumptions made by and information currently available to
management. Forward-looking statements appear throughout Item 2 of Part I,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" concerning Riddell's seasonal patterns of working capital and
revenue and operating results in its business. Certain factors could cause
actual results to differ materially from those in the forward-looking statements
including without limitation, (i) continuation of historical seasonal patterns
of demand for Riddell's products and Riddell's ability to meet the demand; (ii)
actions by competitors, including without limitation new product introductions;
(iii) the loss of domestic or foreign suppliers; (iv) changes in business
strategy or new product lines and Riddell's ability to successfully implement
these; (v) moderation of uniform and accessories revenue growth; and (vi)
changes in interest rates and general economic conditions. Riddell does not
intend to update these forward-looking statements.

                                       2
<PAGE>


Part 1. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS

                      RIDDELL SPORTS INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED BALANCE
                                     SHEETS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                             June 30,   December 31,   June 30,
                                               2001         2000         2000
                                            ---------   -----------   ---------
ASSETS
Current assets:
 Cash and investments                       $  29,418    $     109    $     638
 Accounts receivable, trade less
   allowance for doubtful accounts
   ($311, $424 and $518, respectively)         36,918       14,473       31,986
 Inventories                                   19,205       11,642       17,808
 Prepaid expenses                               4,539        3,709        3,668
 Other receivables                                 --        1,454        1,493
 Deferred taxes                                 2,040        2,270        2,076
 Assets held for disposal                          --       82,308      101,217
                                            ---------    ---------    ---------
Total current assets                           92,120      115,965      158,886
Property, plant and equipment, less
 accumulated depreciation ($8,173,
 $7,577 and $6,606, respectively)               4,293        4,349        3,763
Intangibles and deferred charges, less
 accumulated amortization ($12,381,
 $10,972 and $9,559, respectively)             71,631       73,040       74,410
Other assets                                      560          463          506
                                            ---------    ---------    ---------
                                            $ 168,604    $ 193,817    $ 237,565
                                            =========    =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                           $  16,720    $   4,072    $  14,817
 Accrued liabilities                            8,594        7,131        8,543
 Customer deposits                             14,026        5,490       14,695
 Liabilities of discontinued businesses            --       10,063       13,213
                                            ---------    ---------    ---------
Total current liabilities                      39,340       26,756       51,268
Long-term debt                                122,500      138,919      159,209
Deferred taxes                                     --        2,270        2,076
Other liabilities                                  --           --           --
Contingent liabilities                             --           --           --
Stockholders' equity:
 Preferred stock                                   --           --           --
 Common stock                                      95           95           94
 Additional paid-in capital                    37,306       37,306       37,286
 Accumulated deficit                          (30,637)     (11,529)     (12,368)
                                            ---------    ---------    ---------
                                            $   6,764    $  25,872    $  25,012
                                            ---------    ---------    ---------
                                            $ 168,604    $ 193,817    $ 237,565
                                            =========    =========    =========

           See notes to condensed consolidated financial statements.

                                       3
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                                   OPERATIONS
                                   (UNAUDITED)
                  (IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)

                                       Three Months Ended    Six Months Ended
                                       -------------------  -------------------
                                             June 30,             June 30,
                                       -------------------  -------------------
                                         2001       2000      2001       2000
                                       --------   --------  --------   --------
Net revenues:
 Uniforms and accessories              $ 41,792   $ 34,473  $ 48,729   $ 41,181
 Camps and events                        15,073     14,640    26,689     25,195
                                       --------   --------  --------   --------
                                         56,865     49,113    75,418     66,376
Cost of revenues:
 Uniforms and accessories                22,336     18,482    27,365     23,407
 Camps and events                        10,583     10,589    17,450     17,157
                                       --------   --------  --------   --------
Cost of revenues                         32,919     29,071    44,815     40,564
                                       --------   --------  --------   --------
Gross profit                             23,946     20,042    30,603     25,812
Selling, general and
 administrative expenses                 14,488     13,010    26,376     23,389
                                       --------   --------  --------   --------
Income from operations                    9,458      7,032     4,227      2,423
Other expense
 Interest expense, net                    2,447      2,562     4,546      4,995
 Loss on disposal of fixed assets           142         --       142         --
                                       --------   --------  --------   --------
Total other expense                       2,589      2,562     4,688      4,995
                                       --------   --------  --------   --------
Income (loss) from continuing
 operations before income taxes
 and discontinued operations              6,869      4,470      (461)    (2,572)
Incomes taxes (benefit)                   4,500         --        --         --
                                       --------   --------  --------   --------
Income (loss) from continuing
 operations                               2,369      4,470      (461)    (2,572)
Discontinued operations:
 Income (loss) from operations of
  discontinued businesses                    28      1,971       (89)     2,294
 Loss on disposal of businesses         (18,558)        --   (18,558)        --
                                       --------   --------  --------   --------
Total income (expense) from
 discontinued  operations               (18,530)     1,971   (18,647)     2,294
                                       --------   --------  --------   --------
Net income (loss)                      $(16,161)  $  6,441  $(19,108)  $   (278)
                                       ========   ========  ========   ========
Income (loss) from continuing
 operations per share
   Basic                               $   0.25   $   0.48  $  (0.05)  $  (0.28)
   Diluted                             $   0.21   $   0.41  $  (0.05)  $  (0.28)
Net earnings (loss) per share:
   Basic                               $  (1.71)  $   0.69  $  (2.02)  $  (0.03)
   Diluted                             $  (1.71)  $   0.61  $  (2.02)  $  (0.03)
Weighted average number common and
 common equivalent shares outstanding:
   Basic                                  9,452      9,357     9,452      9,327
   Diluted                               11,149     10,784     9,452      9,327

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                               STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                          Retained
                                                     Common Stock          Additional      Earnings         Total
                                                ----------------------       paid-in    (Accumulated    Stockholders'
                                                 Shares        Amount        Capital       deficit)        equity
                                                --------      --------      --------       --------       --------
<S>                                                <C>        <C>           <C>            <C>            <C>
FOR THE SIX MONTHS ENDED JUNE 30, 2000
Balance, January 1, 2000                           9,263      $     93      $ 36,862       $(12,090)      $ 24,865
 Stock issued to employees                            54            --           169             --            169
 Issuance of common stock upon                        --            --            --             --             --
   exercise of stock options                         131             1           255             --            256
 Net loss for the period                              --            --            --           (278)          (278)
                                                --------      --------      --------       --------       --------
                                                   9,448      $     94      $ 37,286       $(12,368)      $ 25,012
                                                ========      ========      ========       ========       ========
FOR THE SIX MONTHS ENDED JUNE 30, 2001
Balance, January 1, 2001                           9,452      $     95      $ 37,306       $(11,529)      $ 25,872
 Net loss for the period                              --            --            --        (19,108)       (19,108)
                                                --------      --------      --------       --------       --------
                                                   9,452      $     95      $ 37,306       $(30,637)      $  6,764
                                                ========      ========      ========       ========       ========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       5
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH
                                      FLOW
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                         Three Months Ended    Six Months Ended
                                         ------------------  -----------------
                                               June 30,            June 30,
                                          -----------------  -----------------
                                            2001      2000      2001     2000
                                          --------  -------  --------  -------
Cash flows from operating activities:
 Net income (loss)                        $(16,161) $ 6,441  $(19,108) $  (278)
 Adjustments to reconcile net income
  (loss) to net cash used in operating
  activities:
    Depreciation and amortization
     Amortization of debt issue costs         216       216       431       432
     Other depreciation and amortization    1,008       920     1,981     1,854
    Loss on sale of businesses             18,558        --    18,558        --
    Provision for losses on accounts
     receivable                                67        15       196       142
    Loss on abandonment of fixed assets       142        --       142        --
    Deferred Taxes                          2,460        --    (2,040)       --
    (Increase) decrease in net assets
     held for disposal                     (1,951)  (11,108)   (8,184)  (19,769)
    Changes in assets and liabilities:
     (Increase) decrease in:
      Accounts receivable, trade          (28,268)  (22,014)  (22,641)  (20,140)
      Inventories                          (2,214)     (453)   (7,563)   (2,652)
      Prepaid expenses                       (275)    1,885      (830)    1,011
      Other receivables                        --       (76)    1,454       (67)
      Other assets                              7      (402)      (97)     (768)
     Increase (decrease) in:
      Accounts payable                      9,006     7,313    12,648    10,134
      Accrued liabilities                   3,908     4,033     1,463       709
      Customer deposits                    10,534    10,202     8,536     8,605
      Other liabilities                        --        --        --        --
                                           ------   -------   -------   -------
       Net cash used in operating
        activities                         (2,963)   (3,028)  (15,054)  (20,787)
Cash flows from investing activities:
 Capital expenditures                        (350)     (504)   (1,089)   (1,193)
 Net proceeds received from sale of
  Riddell Sports Division                  61,871        --    61,871        --
 Other                                         --      (376)       --      (376)
                                           ------   -------   -------   -------
     Net cash provided by (used) in
      investing activities                 61,521      (880)   60,782    (1,569)
Cash flows from financing activities:
 Net borrowings (repayments) under
  line-of-credit agreement                (29,581)    3,488   (16,419)   23,112
 Proceeds from issuance of common stock        --       256        --       256
                                          -------   -------   -------   -------
     Net cash provided by (used) in
      financing activities                (29,581)    3,744   (16,419)   23,368
                                          -------   -------   -------   -------
Net increase (decrease) in cash            28,977      (164)   29,309     1,012
Cash, beginning                               441       802       109      (374)
                                          -------   -------   -------   -------
Cash, end                                 $29,418   $   638   $29,418   $   638
                                          =======   =======   =======   =======

           See notes to condensed consolidated financial statements.

                                       6
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

     The condensed consolidated financial statements include the accounts of
Riddell Sports Inc. ("Riddell" or the "Company") and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated. These statements are unaudited, and in the opinion of management
include all adjustments (consisting only of normal recurring adjustments)
necessary for fair presentation of Riddell's condensed consolidated financial
position and the condensed consolidated results of its operations and cash flows
at June 30, 2001 and 2000 and for the periods then ended. Certain information
and footnote disclosures made in Riddell's last Annual Report on Form 10-K have
been condensed or omitted for these interim statements. Accordingly, these
condensed consolidated financial statements should be read in conjunction with
Riddell's Annual Report on Form 10-K for the year ended December 31, 2000.
Operating results for the six months ended June 30, 2001 are not necessarily
indicative of the results to be expected during the remainder of 2001.

2.   DISPOSITION OF ASSETS

     On June 22, 2001, the Company completed the sale of its Riddell Group
Division to an acquisition affiliate of Lincolnshire Management, Inc.,
("Lincolnshire") a New York based, private-equity fund. The purchase price,
which was determined by an arms-length negotiation, was for approximately $61
million in cash, plus an adjustment to cover seasonal funded indebtedness
incurred by the Riddell Group Division during 2001. The current amount of the
adjustment is estimated at $6.4 million for a total purchase price of
approximately $67.4 million.

     The sale was made pursuant to a stock purchase agreement dated April 27,
2001 between Riddell Sports Inc. and Lincolnshire. The Riddell Group Division
included: (i) all of the Company's team sports business, excluding Umbro branded
team soccer products, (ii) the Company's licensing segment, which allows
third-parties to market certain products using the Riddell and MacGregor
trademarks and (iii) the Company's retail segment, including the New York
Executive Office, which managed the retail and licensing segments, which markets
a line of sports collectibles and athletic equipment to retailers in the United
States and to a limited extent internationally. The assets and liabilities
involved in the transaction principally included cash, accounts receivable,
inventories, prepaid expenses, other receivables, property and equipment,
intangible assets, accounts payable, accrued liabilities and other liabilities.
In conjunction with the sale of the Riddell Group Division, the Company has
recognized a decline in value in its net minority investment in a company which
makes game uniforms on behalf of the Riddell Group Division. The Company had
previously accounted for the investment using the equity method of accounting.
As a result of these transactions, the Company recorded a loss on the sale

                                       7
<PAGE>


of the Riddell Group Division of $20.6 million ($18.6 million after tax) in the
second quarter of 2001.

     The net operating results of the Riddell Group Division are presented as
income from operations of discontinued businesses in the Condensed Consolidated
Statements of Operations. Revenues generated by the Riddell Group Division for
the six-month and three-month periods ended June 30, 2001 and 2000 were $42.4
million, $47.9 million, $20.4 million and $25.9 million, respectively.

3.   EARNINGS PER SHARE

     Basic earnings (loss) per share amounts have been computed by dividing
earnings (loss) by the weighted average number of outstanding common shares.
Diluted earnings (loss) per share is computed by adjusting earnings for the
effect of the assumed conversion of dilutive securities and dividing the result
by the weighted average number of common share and common equivalent shares
relating to dilutive securities. A reconciliation between the numerators and
denominators for these calculations follows:

                                    Three months ended       Six months ended
                                          June 30,               June 30,
                                      2001        2000       2001        2000
                                    --------     ------    --------     -------
                                                   (In thousands)
Earnings (loss) - numerator
Net income (loss)                   ($16,161)    $6,441    ($19,108)    ($  278)
Effect of assumed                                   105                      --
conversion of convertible
debt, when dilutive -
interest savings
Numerator for diluted per           ($16,161)    $6,546    ($19,108)    ($  278)
share computation

Shares - denominator                   9,452      9,357       9,452       9,327
Weighted average number
of outstanding common shares
Weighted average common
equivalent shares:
Options, assumed exercise                            32                      --
of dilutive options, net of
treasury shares which could
have been purchased from
the proceeds of the assumed
exercise based on average
market prices

                                       8
<PAGE>


                                    Three months ended       Six months ended
                                          June 30,               June 30,
                                      2001        2000       2001        2000
                                    --------     ------    --------     -------
                                                   (In thousands)

Convertible debt, assumed                         1,395                      --
conversion when dilutive
Denominator for diluted per            9,452     10,784       9,452       9,327
share computation

Income (loss) from
continuing operations - numerator
Income (loss) from                  $  2,369     $4,470    ($   461)    ($2,572)
continuing operations
Effect of assumed                        100        105                      --
conversion of convertible
debt, when dilutive -
interest savings
Numerator for diluted per           $  2,469     $4,575    ($   461)    ($2,572)
share computation

Shares - denominator                   9,452      9,357       9,452       9,327
Weighted average number
of outstanding common shares
Weighted average common
equivalent shares:
Options, assumed exercise                            32                      --
of dilutive options, net of
treasury shares which could
have been purchased from
the proceeds of the assumed
exercise based on average
market prices
Convertible debt, assumed              1,697      1,395                      --
conversion when dilutive
Denominator for diluted per           11,149     10,784       9,452       9,327
share computation


     For the six-month periods ended June 30, 2001 and 2000 potentially dilutive
securities, which include convertible debt and common stock options, were not
dilutive due to the net losses incurred and were excluded from the computation
of diluted earnings per share.

                                       9
<PAGE>


4.   RECEIVABLES

     Accounts receivable include unbilled shipments of approximately
$11,249,000, $350,000 and $15,449,000 at June 30, 2001, December 31, 2000 and
June 30, 2000, respectively. It is Riddell's policy to record revenues when the
related goods have been shipped. Unbilled shipments represent receivables for
shipments that have not yet been invoiced. These amounts relate principally to
partial shipments to customers who are not invoiced until their order is shipped
in its entirety or customers with orders containing other terms that require a
deferral in the issuance of the invoice. Management believes that substantially
all of these unbilled receivables will be invoiced within the current sales
season.

5.   INVENTORIES

     Inventories consist of the following:
     (In thousands)                         June 30,    December 31,    June 30,
                                              2001         2000          2000
                                            -----------------------------------
     Finished goods                         $14,236       $8,868       $12,858
     Raw materials                            4,969        2,774         4,950
                                            -----------------------------------
                                            $19,205      $11,642      $ 17,808
                                            ===================================

6.   SUPPLEMENTAL CASH FLOW INFORMATION

     Cash paid for interest was $1,250,000  and  $1,059,000 for the  three-month
periods  ended  June  30,  2001  and  2000,  respectively,  and  $7,569,000  and
$6,968,000 for the six-month periods ended June 30, 2001 and 2000, respectively.
During the six months ended June 30, 2001, Riddell received an income tax refund
of approximately  $1,500,000  related to a carry back of net operating losses of
its  Varsity  Spirit  Corporation  subsidiary  for  periods  preceding  the 1997
acquisition of Varsity Spirit Corporation.  This tax refund had been recorded as
a  receivable  at the time of the  acquisition.  Other income tax  payments,  or
refunds,  were not  significant  for the other three periods ended June 30, 2001
and 2000.

     During the six-month  period ended June 30, 2000,  Riddell issued shares of
its common stock,  valued at $169,000  based on quoted market values at the time
of grant, to certain  employees in  satisfaction of an accrual for  compensation
included in accrued liabilities at December 31, 1999.

7.   INCOME TAXES

     Operating results from continuing  operations for the six-months ended June
30, 2001 and 2000 included no income tax benefit because management  anticipates
net operating  loss  carryforwards  will be available to offset income taxes for
the year ended  December 31, 2001.  Operating  results for the second quarter of
2001  include a reversal  of the tax benefit  recorded  in the first  quarter of
2001.

                                       10
<PAGE>


     A tax benefit of $2,040,000 was recognized in the second quarter of 2001 in
conjunction with the loss realized on the sale of the Riddell Sports Group. This
benefit is included in Discontinued  operations - Loss on disposal of businesses
in the Condensed Consolidated Statement of Operations.

8.   SEGMENT INFORMATION

     Net  revenues  and income or loss from  operations  for the  Company's  two
reportable segments are as follows:

                                      Three Months Ended      Six Months Ended
                                            June 30,              June 30,
                                      -------------------   -------------------
                                        2001        2000      2001        2000
                                      -------     -------   -------     -------
                                                    (in thousands)
Net revenues:
  Uniforms and accessories ...........$41,792     $34,473   $48,729     $41,181
  Camps and events ................... 15,073      14,640    26,689      25,195
                                      -------     -------   -------     -------
  Consolidated total .................$56,865     $49,113   $75,418     $66,376
                                      =======     =======   =======     =======
Income (loss) from operations:
  Uniforms and accessories ...........$ 9,450     $ 7,150   $ 4,197     $ 2,554
  Camps and events ...................    484         689     1,092       1,043
  Corporate and unallocated expenses .   (476)       (807)   (1,062)     (1,174)
                                      -------     -------   -------     -------
    Consolidated total ...............$ 9,458     $ 7,032   $ 4,227     $ 2,423
                                      =======     =======   =======     =======

9.   RECLASSIFICATION OF PRIOR PERIODS

     Certain prior period balances have been  reclassified to conform to current
year presentation.

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

RESULTS OF OPERATIONS

     Overview and seasonality

     On  June  22,  2001,  Riddell  Sports  Inc.  ("Riddell"  or the  "Company")
completed  the sale of its  Riddell  Group  Division  ("RGD") to an  acquisition
affiliate of Lincolnshire  Management,  Inc.,  ("Lincolnshire").  In conjunction
with this sale,  Riddell  wrote down its net  minority  investment  in a company
which provides game uniforms to the RGD. As a result of these two  transactions,
the company  recorded a loss of $20.6 million ($18.6  million after tax).  RGD's
operating results are shown as income from operations of discontinued businesses
in the Condensed Consolidated Statements of Operations.

                                       11
<PAGE>


     RGD included:  (i) all of the  Company's  Team Sports  business,  excluding
Umbro branded team soccer products,  (ii) the Company's licensing segment, which
allows  third-parties to market certain products using the Riddell and MacGregor
trademarks,  and (iii) the  Company's  retail  segment,  which markets a line of
sports collectibles and athletic equipment to retailers. As a result of the sale
of RGD, Riddell's  continuing financial results consist of operations within the
school spirit industry,  the Varsity Spirit Group ("VSG"). VSG includes: (i) the
design,  market and  manufacture  of  cheerleader  and dance team  uniforms  and
accessories,  (ii) the operation of cheerleading and dance team camps throughout
the United States, (iii) the production of nationally televised cheerleading and
dance team championships and other special events,  (iv) the operation of studio
dance competitions and conventions and (v) Umbro branded team-soccer business.

     Including the loss on the sale of RGD and the  resulting  write-down of the
minority  investment,  the company posted a net loss of $16.2 million,  or $1.71
per  share,  for the second  quarter of 2001,  compared  with  earnings  of $6.4
million, or $0.61 per diluted share, a year earlier.  Excluding the loss, second
quarter  net income  decreased  63% to $2.4  million  from $6.4  million in 2000
primarily due to the reversal of the income tax benefit  recognized in the first
quarter of 2001.

     Operating income before interest, taxes and discontinued operations for the
second quarter of 2001 increased $2.4 million, or 34%, to $9.4 million from $7.0
million  in the second  quarter of 2000.  For the  six-month  period,  operating
income  before  taxes,  interest  and  discontinued  operations  increased  $1.8
million,  or 74%, in 2001 to $4.2  million  from $2.4  million in 2000.  Riddell
benefited  from  increases  in revenues and  decreases  in selling,  general and
administrative expenses as a percentage of sales, as described in more detail in
the discussion which follows this overview.

     The  Company's  operations  are  highly  seasonal.  In  recent  years,  the
Company's operations have been profitable in the second and third quarters, with
the third quarter  typically the  strongest,  while losses have  typically  been
incurred in the first and fourth quarters.

     The net operating  results of RGD are reported as income from operations of
discontinued  businesses in the Condensed Consolidated Statements of Operations.
The  accompanying  management's  discussion and analysis of financial  condition
reflects changes occurring in the Company's income from continuing operations.

     Revenues

         Revenues for the  three-month  period ended June 30, 2001  increased by
$7.8 million,  or 16%, to $56.9 million from $49.1 million in the second quarter
of 2000.  For the six-month  period ended June 30, 2001,  revenues  increased by
$9.0  million,  or 14%,  to $75.4  million  from $66.4  million in the first six
months of 2000.

                                       12
<PAGE>


     Revenues  from the  sale of  uniforms  and  accessories  increased  by $7.3
million,  or 21%,  to $41.8  million  in the  second  quarter of 2001 from $34.5
million in the second  quarter of 2000.  For the six-month  period,  uniform and
accessories revenues increased by $7.6 million, or 18%, to $48.7 million in 2001
from $41.1 million in 2000. This increase was  attributable to an overall strong
increase in most product categories, primarily uniforms and lettering, offset by
a slight decrease in campwear sales.  The significant  increase in revenues is a
direct result of quicker delivery of uniforms and accessories  during the second
quarter of 2001 as compared to the second  quarter of 2000.  The  improvement in
delivery times is partially  attributable to improvements  made to the Company's
order entry system  combined  with better  availability  of inventory  items for
delivery.  Management  believes that the overall rate of uniform and accessories
revenue  growth  will  moderate  in  the  third  quarter  of  2001  due  to  the
acceleration of uniform and accessories  deliveries into the second quarter from
the third quarter.

     Revenues from camps and events  increased by $0.4 million,  or 3%, to $15.0
million in the second  quarter of 2001 from $14.6 million in the second  quarter
of 2000. For the six-month period,  camps and events revenues  increased by $1.5
million, or 6%, to $26.7 million in 2001 from $25.2 million in 2000. The revenue
increase for both periods is directly  attributable to the following:  (i) a 64%
revenue  growth,  or  $0.3  million,   in  our  studio  dance  competitions  and
conventions,  such growth being directly  attributable to the acquisition of the
assets of the Netherland Corporation, an operator of dance competitions, in June
2000,  (ii) $0.4  million  related  to a change in the  timing of the Co.  Dance
National  Finals  previously  held in the third  quarter  of 2000 to the  second
quarter of 2001,  (iii) a 4%  increase  in camp  participants  during the second
quarter of 2001 as compared to the second  quarter of 2000.  Such increases were
offset  somewhat by a decrease in the number of choir and band tours  handled by
the Company's  group tour business  during the first half of 2001.  Increases in
camp  participants  during  the  first six  months  of 2001 are not  necessarily
indicative of the results to be expected during the remainder of 2001.

Gross Profit

     Gross  profit for the  second  quarter  of 2001  increased  by 19% to $23.9
million  from $20.0  million in the 2000  quarter and for the  six-month  period
increased  by 19% to $30.6  million  in 2001 from $25.8  million in 2000.  Gross
margin rates increased by 1.3 points to 42.1% in the second quarter of 2001 from
40.8% in the second quarter of 2000. For the year-to-date  period,  gross margin
rates increased to 40.6% in 2001 from 38.9% in 2000.

     Gross margin rates for the uniforms and  accessories  segment  increased to
46.6% in the second  quarter  of 2001 from 46.4% in the second  quarter of 2000.
For the six-month  period the segment's  margin rates increased to 43.8% in 2001
from 43.2% in 2000.  These  increases  were a result of the shift in product mix
from  lower  margin  campwear  and  accessories  to higher  margin  manufactured
uniforms.

                                       13
<PAGE>


     Gross margin rates for the camps and events  segment  increased to 29.8% in
the second  quarter of 2001 from  27.7% in the second  quarter of 2000.  For the
six-month  period the  segment's  margin  rates  increased to 34.6% in 2001 from
31.9% in 2000.  These increases are primarily due to the overall decrease in the
Company's 2001 group tour operations,  which have  historically  generated lower
gross margins than the other parts of the  Company's  business;  therefore,  the
decrease  in group  tour  operations  resulted  in an  overall  increase  in the
segment's  gross margin rate.  The increase is also  partially  due to increased
participation in the Company's studio dance  competitions and conventions  which
have generated higher gross margins than the cheerleading and dance camps.

Selling, general and administrative

     Selling,  general and administrative  expenses decreased as a percentage of
revenues to 25.5% in the second quarter of 2001 from 26.5% in the second quarter
of 2000. For the six-month period,  selling,  general and administrative expense
rates decreased slightly to 35.0% in 2001 from 35.2% in 2000. The improvement is
principally due to economies of scale realized by spreading fixed and relatively
fixed administrative expenses over a greater revenue base.

     Selling,  general and  administrative  expense  rates for the  uniforms and
accessories  segment decreased to 23.9% in the second quarter of 2001 from 25.6%
in the second quarter of 2000. For the six-month  period the segment's  selling,
general and administrative expense rate decreased to 35.2% in 2001 from 37.0% in
2000.  These gains were due to improved  economies  of scale as discussed in the
preceding paragraph.

     Selling,  general and administrative expense rates for the camps and events
segment  increased  to 26.6% in the  second  quarter  of 2001 from  23.0% in the
second  quarter of 2000.  For the six-month  period the  segment's  expense rate
increased  to 30.5% in 2001  from  27.8% in  2000.  These  increases  are due to
additional overhead incurred as a result of the acquisition of the assets of the
Netherland Corporation in June 2000. Netherland's management team is responsible
for managing the Company's studio dance competitions and conventions, as well as
the Company's  line of  performance  and recital dance wear,  introduced  during
fisca1 2000.

Interest Expense

     Interest  expense for both the three-month  and the six-month  period ended
June 30, 2001 have been reduced by $1.6 million and $3.1 million,  respectively,
as a result of an allocation of interest expense to the discontinued  operations
of the RGD.  Interest  allocated to discontinued  operations for the three-month
and  six-month  period  ended June 30, 2000 was $1.6  million and $3.2  million,
respectively.

                                       14
<PAGE>


     Interest  expense,   after  the  allocation  of  interest  to  discontinued
operations,  decreased by $0.1 million to $2.5 million in the second  quarter of
2001 from $2.6 million in the second quarter of 2000.  For the six-month  period
ended June 30, 2001,  interest expense decreased by $0.5 million to $4.5 million
from $5.0  million in the first six months of 2000.  Interest  expense  for both
periods  decreased  due to  lower  interest  on the  revolving  line  of  credit
resulting  from lower  outstanding  indebtedness  and decreases in the prime and
LIBOR  interest  rates during 2001.  The net interest  expense for the year also
decreased  due to the receipt of interest  income of  approximately  $250,000 as
part of a federal  tax  refund.  The tax  refund  related to a carry back of net
operating  losses of  Riddell's  Varsity  Spirit  Corporation  subsidiaries  for
periods  preceding the 1997 acquisition of Varsity Spirit  Corporation.  The tax
refund was for  approximately  $1.5 million and was recorded as a receivable  at
the time of acquisition.

     As a result  of the sale of the RGD,  the  Company  used a  portion  of the
proceeds  received,   approximately   $32.7  million,  to  paydown  all  of  the
indebtedness outstanding on its line of credit agreement.

Income Taxes

     Operating  results from continuing  operations for the  three-month  period
ended June 30,  2000,  and the  six-month  periods  ended June 30, 2001 and 2000
included no income tax expense or credit  because of the Company's  existing net
operating loss carryforwards.  Operating results from continuing  operations for
the three-month period ended June 30, 2001 reflect an income tax expense of $4.5
million, or a reversal of the income tax benefit recognized in the first quarter
of 2001. The Company  reversed the first quarter's  benefit  because  management
anticipates net operating loss  carryforwards will be available to offset income
taxes for the year ended December 31, 2001.

     The  Company  has  recorded  an  income  tax  benefit  of $2.1  million  in
conjunction  with  the  loss on sale of the  RGD.  This  benefit  is  shown as a
reduction of the loss on disposal of businesses  in the  Condensed  Consolidated
Statements of Operations.

Liquidity and Capital Resources

     The seasonality of the Company's working capital needs is impacted by three
key factors.  First, a significant  portion of the products the Company sells in
the  uniforms  and  accessories  segment are sold in the late spring and summer,
with the related  receivables  collected  in the fall and early winter after the
new  school  year  begins.  Second,  the  Company  incurs  costs  related to the
Company's  summer  camp  business  from the fourth  quarter  and into the second
quarter  as the  Company  prepares  for the  upcoming  camp  season,  while camp
revenues  are mostly  collected  in the mid-May to August  period.  Lastly,  the
Company's  debt  structure   impacts  working  capital   requirements,   as  the
semi-annual interest payments on the Company's $115 million,  10.5% Senior Notes
come due each January and July.

                                       15
<PAGE>


     To finance these seasonal working capital demands,  the Company maintains a
credit  facility in the form of a revolving  line of credit.  Historically,  the
outstanding  balance on the credit facility  usually follows the seasonal cycles
described above,  increasing during the early part of the operating cycle in the
first and second  quarters of each year and then  decreasing  from the middle of
the third quarter and into the fourth quarter as collections  are used to reduce
the outstanding balance. Such seasonality should continue in the future.

     A portion of the  proceeds  received  from the sale of the RGD were used to
repay all of the outstanding  indebtedness,  approximately $32.7 million, on the
revolving  line of credit.  Outstanding  balances were $16.4 million at December
31, 2000 and $36.7 million at June 30, 2000.

     In  conjunction  with the sale of the RGD and  subsequent  repayment of the
then  existing  line of credit  facility,  the  Company  amended and reduced its
revolving line of credit agreement from $48 million to $15 million.

     According to the terms of the $115 million,  10.5% Senior Notes  Agreement,
the use of the proceeds  received  from the sale of the RGD,  net of  applicable
expenses,   is  limited  to  the  reduction  of  existing  senior  indebtedness,
reinvestment in the business and/or  acquisitions of outside business interests.
Proceeds  remaining  after the payment of  expenses  and  repayment  of existing
borrowings  under the revolving line of credit facility are currently  estimated
at $31.5 million.

     The  Company's  current  debt  service  obligations  are  significant  and,
accordingly,   the  Company's  ability  to  meet  our  debt  service  and  other
obligations  will depend on the Company's  future  performance and is subject to
financial,  economic and other  factors,  some of which are beyond the Company's
control.  Furthermore,  due to the seasonality of the Company's  working capital
demands  described above,  year-over-year  growth in the Company's  business and
working capital requirements could lead to higher debt levels in future periods.
Management  believes  operating cash flow together with funds available from the
Company's credit facility will be sufficient to fund the Company's  current debt
service,  seasonal capital expenditures and other working capital  requirements.
However, many factors, including growth and expansion of the Company's business,
could necessitate the need for increased lines of credit or other changes in the
Company's credit facilities in the future.

Accounting Pronouncements

                                       16
<PAGE>

     In June 2001,  Statement of Financial  Accounting  Standards No. 141 ("SFAS
141"),  "Business  Combinations"  was issued and is  applicable  to all business
combinations  initiated  after June 30,  2001 and to all  business  combinations
accounted  for using the purchase  method for which the date of  acquisition  is
July 1,  2001 or  later.  SFAS 141  requires  all  business  combinations  to be
accounted for by the purchase  method of accounting.  It also requires  separate
recognition  of  intangible  assets  that can be  identified  and named and also
requires disclosure of the primary reasons for the business  combination and the
allocation of the purchase price by balance sheet caption.  The Company does not
presently  expect  the  adoption  of SFAS 141 to have a  material  effect on the
Company's financial statements taken as a whole.

In June 2001,  Statement of Financial Accounting Standards No. 142 ("SFAS 142"),
"Goodwill  and Other  Intangible  Assets"  was issued and is  effective  for all
fiscal years  beginning after December 15, 2001. SFAS 142 changes the methods of
amortizing  goodwill and intangible assets.  Goodwill and intangible assets that
have  indefinite  useful lives will not be amortized but will be tested annually
for impairment.  Intangible  assets with finite useful lives will continue to be
amortized over their useful lives. The statement  provides specific guidance for
testing goodwill for impairment.  Goodwill will be tested at least annually with
a two-step  process  that  begins  with an  estimation  of the fair value of the
reporting  unit.  SFAS 142 is  required  to  be applied at the  beginning  of an
entity's  fiscal  year  with  impairment  losses  that  arise  from the  initial
application  of this  Statement  to be  reported as  resulting  from a change in
accounting  principle.  The Company will implement SFAS 142 as of the beginning
of fiscal 2002.  The Company has not  determined the impact of this statement on
the carrying value of its goodwill and other long-lived intangible assets.

PART II OTHER INFORMATION

Item 1.   Legal Proceedings

          The Company from time to time becomes  involved in various  claims and
lawsuits incidental to its business.  None of these matters are expected to have
a material adverse effect on the Company's consolidated financial statements.

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

                                       17
<PAGE>


Item 5.   Other Information

          In  conjunction  with the sale of the  Riddell  Sports  Division,  the
Company will change its name to Varsity  Brands,  Inc. from Riddell  Sports Inc.
The name  change is subject to  shareholder  approval  at the Annual  Meeting of
Stockholders' scheduled for September 19, 2001.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibit index:

                28 Second  Amended and  Restated  Loan,  Guaranty  and  Security
                   Agreement  between  Bank of  America,  N.A.,  as  agent,  and
                   Riddell Sports Inc., as borrower.

          (b)  Reports on Form 8-K:

               On a Form 8-K, dated June 22, 2001,  under Item 2. Acquisition or
     Disposition of Assets and Item 7. Financial Statements and Exhibits,  filed
     by Riddell  Sports Inc.,  pursuant to the  consummation  of the sale of the
     Riddell  Sports Group, a pro forma  consolidated  balance sheet as of March
     31, 2001, a pro forma  consolidated  statement of  operations  for the year
     ended December 31, 2000 and for the quarter ended March 31, 2001.

               On a Form 8-K,  dated June 22, 2001,  under Item 5. Other Events,
     filed by Riddell Sports Inc., an  announcement  of the resignation of David
     Mauer as President,  Chief Executive Officer and Director of Riddell Sports
     Inc. and the promotion of Jeffrey G. Webb to President and Chief  Executive
     Officer.  Also announcing the  movement  of Riddell Sports Inc.'s Executive
     Offices to 2525 Horizon Lake Drive, Suite 1, Memphis,  Tennessee 38133 from
     1450 Broadway, Suite 2001, New York, New York 10018.

               On a Form 8-K, dated August 8, 2001 filed by Riddell Sports Inc.,
     Schedule 14A, Preliminary Proxy Statement.


                                       18
<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.

                                        RIDDELL SPORTS INC.


Date: August 14, 2001                   By:  /s/ Jeffrey G. Webb
                                             President and
                                             Chief Executive Officer


Date: August 14, 2001                   By:  /s/ John M. Nichols
                                             Chief Financial Officer and
                                             Principal Accounting Officer


                                       19