<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2001

                                       OR

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

                        COMMISSION FILE NUMBER 000-26667

                          CRAFTMADE INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



<Table>
<S>                                                                           <C>
                      DELAWARE                                                      75-2057054
             (STATE OR OTHER JURISDICTION                                        (I.R.S. EMPLOYER
           OF INCORPORATION OR ORGANIZATION)                                    IDENTIFICATION NO.)

             650 S. ROYAL LANE, SUITE 100                                             75019
                    COPPELL, TEXAS                                                  (ZIP CODE)
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</Table>


               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (972) 393-3800
        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

      TITLE OF EACH CLASS                      NAME OF EACH EXCHANGE
COMMON STOCK, $0.01 PAR VALUE                   ON WHICH REGISTERED
                                               NASDAQ NATIONAL MARKET
                                                      SYSTEM

         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, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS: YES X  NO
                                      ---   ---

         INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. X
                            ---

         THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF
THE REGISTRANT AS OF AUGUST 31, 2001, WAS $51,321.280.

         THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S $.01 PAR VALUE
COMMON STOCK AS OF AUGUST 31, 2001 WAS 5,898,058.

                       DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE REGISTRANT'S PROXY STATEMENT PERTAINING TO THE REGISTRANT'S 2001
ANNUAL MEETING OF STOCKHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF
THIS REPORT.


<PAGE>



                                      INDEX

Introductory Note - Restatement

The Company has changed the way it accounts for its two 50%-owned investees -
Design Trends and Prime/Home Impressions - to account for these investees using
the equity method of accounting rather than consolidation. Assets, liabilities,
revenues and expense of these two investees are no longer included in the
Company's balance sheets or statements of income. Instead, the balance sheets
include the Company's investment in such investees and the income statements
reflect, as a single line item, its equity share in the earnings of these
investees. Net income, primary and diluted earnings per share and stockholders'
equity did not change for any period restated.

For purposes of this Form 10-K/A, for the fiscal year ended June 30, 2001, the
Company has amended and restated in its entirety each item of the Company's Form
10-K for the fiscal year ended June 30, 2001 that has been affected by the
restatement. This Form 10-K/A does not reflect events occurring after the filing
of the original Form 10-K, or modify or update those disclosures in any way,
except as required to reflect the effects of this restatement and the adoption
of EITF 00-25 "Vendor Income Statement Characterization of Consideration Paid to
a Retailer of Vendor's Products".

<Table>
<S>                                                                                                          <C>
PART I

       Item 1.   Business...................................................................................   3


PART II

       Item 6.   Selected Financial Data....................................................................   9

       Item 7.   Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.......................................................   9

       Item 8.   Financial Statements and Supplementary Data................................................  14


       Signatures  .........................................................................................  17
</Table>




                                      -2-
<PAGE>


                                     PART I

ITEM 1. BUSINESS

THE COMPANY

Craftmade International, Inc. was incorporated in the state of Texas on July 16,
1985 and reincorporated in the state of Delaware in December 1991 and is
organized into two operating segments: Craftmade International, Inc.
("Craftmade") and Trade Source International, Inc. ("TSI"). See Note 15 -
Segment Information in the Notes to Consolidated Financial Statements for
certain financial information about the Company's two segments, Craftmade and
TSI.

CRAFTMADE - Craftmade is principally engaged in the design, distribution and
marketing of ceiling fans, light kits, outdoor lighting, bathstrip lighting and
related accessories to a nationwide network of over 1,600 lighting showrooms and
electrical wholesalers specializing in sales to the remodeling, new home
construction and replacement markets. Craftmade completed an arrangement with
Fanthing Electrical Corp. ("Fanthing"), in Taichung, Taiwan, in August 1986 for
the manufacture of ceiling fans designed to Craftmade's specifications.
Craftmade's ceiling fan product line consists of over two dozen series of
premium priced to lower priced ceiling fans and is distributed under the
Craftmade(R) trade name. Craftmade also markets nearly eighty light kit models
in various colors for attachment and use with its ceiling fans or other ceiling
fans, along with parts and accessories for its ceiling fans and light kits. In
addition, nearly two dozen styles of bathstrip lighting and over forty designs
of outdoor lighting are marketed under its Accolade(R) trade name. Craftmade
purchases substantially all of its light kits from Sunlit Industries ("Sunlit"),
in Taipei, Taiwan. The combination of design and functional features which
characterize Craftmade ceiling fans have made them, in management's judgment,
one of the most reliable, durable, energy efficient and cost effective ceiling
fans in the marketplace. Craftmade's national sales organization, which consists
of 33 independent sales groups employing approximately 65 sales representatives,
markets its products to its distribution network of lighting showrooms and
electrical wholesalers. Craftmade also assembles and markets a variety of lamp
styles for sale to certain major retail chains and catalog houses and imports
and distributes a variety of cables and components for the telephone and
communications industries.

TSI - Effective July 1, 1998, Craftmade entered into an agreement and plan of
merger in which Trade Source International, Inc., a California corporation ("TSI
California"), merged with and into TSI, a Delaware corporation and a
wholly-owned subsidiary of Craftmade. TSI is principally engaged in the design,
distribution and marketing of outdoor and indoor lighting and, selected ceiling
fans to mass merchandisers. TSI's outdoor lighting consists of over one-hundred
designs in different decorative finishes. The indoor lighting product line
includes ceiling mount lighting fixtures and bath strip lighting. Selected
ceiling fans are marketed to mass merchandisers in accordance with the Company's
cross-market product expansion plans. TSI purchases substantially all of its
products from manufacturers located in Asia, including Hong Kong.

FIFTY-PERCENT OWNED INVESTEES - The Company has a 50% ownership interest in two
entities, Design Trends, LLC ("Design Trends") and Prime/Home Impressions, LLC
("PHI"). Design Trends markets portable table lamps, floor lamps, chandeliers
and wall sconces designed by Patrick Dolan. PHI markets various fan accessories
including universal down-rods, pull-chains and ceiling medallions.

CRAFTMADE PRODUCTS

CEILING FANS - Craftmade's ceiling fan product line consists of over two dozen
fan series for sale to the new home construction, remodeling and replacement
markets. These series are differentiated on the basis of cost, air movement and
appearance. Craftmade's fans are manufactured and assembled in a variety of
colors, styles and finishes and can be used either in conjunction with or
independent of Craftmade's light kits. Series lines include Early American,
Traditional and Modern High-Tech Decor and, depending on the size, finish and
other features, range in price from the premium Cameo, Constantina, Crescent and
Presidential series to various low-end builder series. Craftmade's fans come in
five motor sizes, five blade sizes and over two dozen different decorative
finishes. The range of styles and colors gives consumers the ability to select
ceiling fans for any style of house, interior decoration or living and working
area, including outdoor patios. Ceiling fans accounted for 43%, 43% and 39% of
the Company's sales for fiscal years 2001, 2000 and 1999, respectively.




                                      -3-
<PAGE>

LIGHT KITS -- Craftmade markets nearly eighty models of light kits, which
consist of the glass shades and filters, in various colors which may be utilized
with Craftmade's ceiling fans or other ceiling fans.

BATHSTRIP LIGHTING - Craftmade markets nearly two dozen series of bathstrip
lighting in different lengths and decorative finishes under the Accolade(R)
trade name. Craftmade plans to add finishes and series from time to time based
on customer demand.

OUTDOOR LIGHTING - During fiscal year 1999, Craftmade began marketing over forty
designs of outdoor lighting in different decorative finishes under the
Accolade(R) trade name. These products are marketed under the TSI Prime brand,
or under the retailers' private label. Styles include wall-mount, pendant and
post-mount. Craftmade plans to add finishes and designs from time to time based
on customer demand.

ACCESSORIES -- Craftmade also markets a variety of designer and standard wall
controls to regulate the speed and intensity of ceiling fans and lighting
fixtures and universal downrods for use with ceiling fans. Accessory sales
represented 12%, 10% and 10% of the Company's sales in fiscal years 2001, 2000
and 1999, respectively.

LAMPS - Craftmade assembles and markets lamps for sale to certain retail chains
and catalog houses to be sold under private brand labels. The lamps are
assembled at the Company's facilities in Coppell, Texas and consist of wood,
solid brass, zinc coated, crystal, ceramic and porcelain table, floor and desk
lamps, as well as hanging lantern kits.

CABLE COMPONENTS - Craftmade distributes various cable components, including
connectors and switches that it acquires from Asian manufacturers for use with
computers and telephone board circuitry.

TSI PRODUCTS

LIGHTING - TSI markets over one hundred designs of lighting, including ceiling
mount lighting fixtures, bathstrip lighting and outdoor lighting in a variety of
decorative finishes, colors and sizes to various mass merchandisers under the
TSI Prime brand. The outdoor lighting is designed for either wall mounting or as
a post-mounted fixture. TSI's sales of outdoor lighting represented 19%, 22% and
22% of the Company's sales in fiscal years 2001, 2000 and 1999, respectively.
Indoor lighting represented 12%, 11% and 15%, respectively, of the Company's
sales in fiscal years 2001, 2000 and 1999.

CEILING FANS - During fiscal 2000, the Company began marketing selected ceiling
fans to TSI's mass merchandiser customers in accordance with the Company's
cross-market product expansion plans. In fiscal 2001, ceiling fans were sold to
one of TSI's major name center customers under the retailer's private label
brand.

INDOOR LIGHTING - During fiscal year 2000, the Company began marketing floor and
table lamps, chandeliers and wall sconces designed by Pat Dolan to various mass
merchandisers through Design Trends, a 50% owned subsidiary. The program is
merchandised in a mix and match system that enables the consumer to customize a
lamp base and shade combination. Lampshades are displayed separately on a
revolving carousel that economizes space. The smaller packaging of the lamp
bases enables the retailer to display a greater number of SKUs in the same
amount of space. Selections of lamp bases include large, medium, buffet, small
and mini lamps and are offered in a variety of styles and finishes.

ACCESSORIES - TSI also markets various fan accessories, including universal
downrods, pullchains and ceiling medallions, to various mass merchandisers
through PHI, a 50% owned subsidiary.

MANUFACTURING

Craftmade's ceiling fans, bathstrip lighting and substantially all of its light
kits and certain accessories are produced by Fanthing and Sunlit. Fanthing also
manufactures TSI's ceiling fans. Craftmade selected Fanthing in August 1986 to
manufacture all of its ceiling fans and certain fan accessories based on the
Company's belief that Fanthing has the capability to produce and ship a wide
variety of product on a cost effective basis while maintaining excellent quality
control in the manufacturing process. In 1989, Craftmade and Fanthing entered
into a formal written agreement that is terminable on 180 days prior notice. The
written agreement does not obligate Fanthing to produce and sell fans to
Craftmade in any specified quantity, nor





                                      -4-
<PAGE>

does it obligate Fanthing to sell products to Craftmade at a fixed price.
Fanthing is permitted under the arrangement to manufacture ceiling fans for
other distributors provided such ceiling fans are not a replication of
Craftmade's series or models. Fanthing also manufactures certain ceiling fan
accessories, such as downrods, which are sold by Craftmade independently of its
ceiling fans.

Fanthing has provided Craftmade with a $1,000,000 credit facility, pursuant to
which Fanthing will manufacture and ship ceiling fans prior to receipt of
payment from Craftmade. Accordingly, payment can be deferred until delivery of
such products. At present levels, this credit facility is equivalent to
approximately three weeks' supply of ceiling fans and represents a supplier
commitment that the Company's management believes is unusual for the industry
and favorable to the Company. Fanthing is not required to provide this credit
facility under its agreement with Craftmade, and Fanthing may discontinue this
credit facility at any time. Craftmade places orders with Fanthing in
anticipation of normally recurring orders. In the ordinary course of business,
orders are filled within 60 days, which includes approximately 20 days for
transport. While Craftmade's agreement with Fanthing does not contain provisions
relating to adjustments or returns as a result of product defects, Fanthing has
previously extended Craftmade full credit for any product returns during the
fifteen-year period of their working relationship. All orders are in U.S.
dollars. In the event of any fluctuation in exchange rates exceeding
approximately 5%, any future orders placed by Craftmade may be adjusted
accordingly. Ceiling fans are shipped in container-size lots, generally
consisting of 1,600 fan units. Delivery is made in Dallas, Texas upon
presentment of documents by Craftmade's designated freight forwarder following
payment for such containers at Fanthing's bank in Taiwan.

Under a stock purchase agreement between the Company and Fancy Industrial, Inc.
("Fancy"), a Texas corporation and a wholly-owned subsidiary of Fanthing, the
Company, at its option, may repurchase 227,691 shares of the Company's common
stock owned by Fancy for an aggregate purchase price of $138,000. At June 30,
2001 and 2000, the fair value of the option approximated $2,551,000 and
$1,537,000 respectively. The Company has no intention to reacquire any shares
from Fancy at this time. The Company's management currently believes that
Craftmade's relationship with Fanthing and its ability to supply quality ceiling
fans at competitive prices have been critical to the success of Craftmade. The
Company's management currently believes Craftmade's relationship with Fanthing
is excellent and foresees no reason, based on its association to date, for such
relationship to deteriorate. If for any reason Fanthing were to discontinue its
relationship with Craftmade in the future or should it be unable to continue to
supply sufficient amounts of Craftmade products, Craftmade would be required to
seek alternative sources of supply. The Company's management currently believes
Craftmade could secure alternative sources of supply with minimal business
disruption.

Craftmade purchases its bathstrip lighting and substantially all of its light
kits from Sunlit. Light kit orders are placed independently of ceiling fan
orders, but are also received in container-size lots generally consisting of up
to 4,500 light kit units under payment and delivery arrangements similar to
those for ceiling fans. Craftmade offers a variety of light kits in various
finishes and colors, as well as a variety of fixtures designed for ceiling fans.
Craftmade also offers a variety of glass selections for the various light
fixtures, including blown glass, beveled glass and crystal. Fixtures and glass
are shipped from Sunlit in the light kit containers.

Craftmade and TSI purchase outdoor lighting from several manufacturers located
in Asia. Outdoor lighting orders are received in container-size lots, similar to
light kit and ceiling fan orders. However, the outdoor lighting manufacturers
require payment seven days after notification of shipment of the order.
Craftmade and TSI offer a wide variety of outdoor lighting styles in various
finishes, colors and sizes and are designed for either wall mounting or as
post-mounted fixtures.

Craftmade's wall controls, timers and switches as well as certain of its ceiling
fan blades, are manufactured by companies based in the United States. Craftmade
offers a variety of custom blade sets in various sizes and finishes, including
unfinished oak, ash and other wood grains and in clear, mirror, gold mirror,
black, smoke and antique white acrylic. The finished products are packaged and
labeled under the Craftmade brand name. Craftmade assembles its lamps at its
Coppell facility. This assembly includes the placement of the base, cap and
shade together with the necessary wiring. Substantially all of the components
are manufactured by domestic and foreign manufacturers located in Taiwan, China
and Germany; however, Craftmade does undertake limited manufacturing of certain
shade components. Craftmade purchases its components on a non-exclusive basis
from such suppliers on either open account or through letters of credit.

TSI purchases most of its ceiling fan accessories from several manufacturers
located in Asia, with the exception of ceiling medallions which are purchased
from a manufacturer located in the United States.






                                      -5-
<PAGE>

Design Trends purchases its lamps from a manufacturer located in Hong Kong.
These products are also shipped on containers, either to the Company's facility
in Coppell, Texas or directly to the customer. All of TSI's and Design Trends
foreign vendors require payment seven days after notification of shipment of
product from Asia.

DISTRIBUTION

Craftmade's products are marketed through more than 1,600 lighting showrooms and
electrical wholesaler locations specializing in sales to the new home
construction, remodeling and replacement markets. Its ceiling fans, light kits,
outdoor lighting and accessories are distributed through 33 independent sales
groups on a national basis (except for Alaska and Hawaii). Each sales group is
selected to represent Craftmade in a specific market area. The independent sales
groups comprise a sales force of approximately 65 sales representatives, which
sales representatives represent Craftmade exclusively in the sale of ceiling
fans in return for commissions on such sales. During fiscal years 2001, 2000 and
1999, no single lighting showroom or electrical wholesaler accounted for more
than 2% of Craftmade's sales.

Sales representatives are carefully selected and continually evaluated in order
to promote high-level representation of Craftmade's products. Craftmade
employees provide initial field training to new sales representatives covering
features, styles, operation and other attributes of Craftmade products to enable
representatives to more effectively market Craftmade's products. Additional
training , especially for new product series, is provided on a regular basis at
semi-annual trade shows held throughout the United States. Management believes
it has assembled a highly motivated and effective sales representative
organization that has demonstrated a strong commitment to Craftmade and its
products. Management further believes that the strength of its sales
representative organization is primarily attributable to the quality and
competitive pricing of Craftmade's products as well as the ongoing
administrative and marketing support that Craftmade provides to its sales
representatives.

All of TSI's sales are to mass merchandisers with two customers comprising the
most significant portion as follows:

<Table>
<Caption>
                                    Customer A                                    Customer B
                      ----------------------------------------     -----------------------------------------
                       Percent of TSI's         Percent of           Percent of TSI's         Percent of
Fiscal Year                  Sales          Consolidated Sales            Sales           Consolidated Sales
-----------           -----------------     ------------------     -------------------    ------------------
<S>                   <C>                   <C>                    <C>                 <C>
2001                          55%                  17%                     31%                  10%
2000                          56%                  18%                     25%                   8%
1999                          55%                  20%                     28%                  10%
</Table>

The majority of TSI's sales are by direct shipment. The remaining sales are
shipped from the Company's Coppell, Texas facility. TSI utilizes an internal
sales force to market its products and sales representatives to service specific
mass merchandiser locations.

MARKETING

Craftmade relies primarily on the reputation of its ceiling fans, outdoor
lighting and light kits for high quality and competitive prices and the efforts
of its sales representative organization in order to promote the sales of its
products. The principal markets for Craftmade's products are the new home
construction, remodeling and replacement markets. Craftmade utilizes advertising
in home lighting magazines, particularly in special editions devoted to ceiling
fans and lighting fixtures, and broadly distributes its product catalog.
Craftmade also promotes its ceiling fans and light kits at semi-annual trade
shows in Dallas (in January and June) and maintains a showroom at the Dallas
Trade Mart. Craftmade provides warranties ranging from 10 years to lifetime on
the fan motor of its ceiling fans, and includes a one year limited warranty
against defects in workmanship and materials to cover the entire ceiling fan.
Craftmade also provides a limited lifetime warranty on its higher-end series of
fans. The Company's management believes these warranties are highly attractive
to both dealers and consumers.

TSI relies primarily on the reputation of its products and the relationship it
has with its mass merchandiser customers to increase its sales. TSI participates
in advertising programs and special promotions performed by its customers. TSI
also promotes its product line at semi-annual trade shows in Dallas (in January
and June) and utilizes Craftmade's showroom at the Dallas Trade Mart.





                                      -6-
<PAGE>

The Company has a 48-hour product shipment policy. In order to meet these policy
delivery requirements and to ensure that it has sufficient goods on hand from
its overseas suppliers, the Company maintains a significant level of inventory.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources."

For information concerning revenues of the Company attributable to foreign and
domestic customers, along with information concerning foreign and domestic
long-lived assets of the Company, see Note 15 - Segment Information in the Notes
to Consolidated Financial Statements.

PRODUCT EXPANSION

Craftmade continually expands its ceiling fan product line, providing
proprietary products to its customer base in order to meet current and
anticipated demands for unique, innovative products. During fiscal year 2001,
Craftmade introduced four new series of fans (Valencia, Light Rays, Ol' Madrid
and Uni-Pack). The Company also expanded its selection by adding Rustic Iron and
Mocha colored finishes. In addition, Craftmade increased its selections of
complimentary products such as specialty light fixtures, glass and accessories.
The Company's management will continue to search for opportunities for product
expansion that it considers complementary to the Company's existing product
lines.

In fiscal year 2001, the Company enlarged its presence in the mass merchandiser
market by introducing new lines of interior lighting products to TSI's customer
base. In the showroom division, Craftmade added two new series of outdoor
lighting to existing lines, as well as multiple new finish choices such as
Goldstone, Stainless Steel and Ironite. The Company will continue to seek
opportunities to cross market products between the two channels of distribution
without jeopardizing existing business.

The Company's product sales, particularly ceiling fans, are somewhat seasonal
with sales in the warmer first and fourth quarters being historically higher
than in the two other fiscal quarters.

BACKLOG

Backlog is not material to the Company's operations as substantially all of the
Company's products are shipped to customers within 48 hours following receipt of
orders. Presently, the Company is accepting orders based on product
availability.

COMPETITION

The ceiling fan and lighting fixture market is highly competitive at all levels
of operation. Some of the major companies in the ceiling fan industry include
Casablanca, Hunter, Monte Carlo, Quorum, Emerson Electric and Taconi. A number
of other well-established companies are also currently engaged in activities
that compete directly with Craftmade. Some of Craftmade's competitors are better
established, have longer operating histories, substantially greater financial
resources or greater name recognition than Craftmade. However, because of TSI's
ability to provide unique benefits to mass merchandisers that the Company's
management believes other competitors do not offer, such as TSI's display
systems, packaging and merchandise, the Company's management believes that the
quality of Craftmade's products, the strength of its marketing organization and
the growing recognition of the Craftmade name will enable Craftmade to compete
successfully in these highly competitive markets.

The mass merchandiser market is also highly competitive. TSI has numerous
competitors, which are located both within the United States and outside of the
country, particularly in Asia. Some of the major companies in the lighting
fixture industry include Designer's Fountain, American Lantern, Murray Feiss and
Minka. In addition, mass merchandisers themselves will, at times, compete
directly against TSI by purchasing private label products from TSI's vendors.
However, the Company's management believes that TSI has positioned itself with
its customers in a manner that reduces some of the risks involved of competing
in the mass merchandiser market.

INDEPENDENT SAFETY TESTING

All of the ceiling fans, outdoor lighting, light kits and lamps sold by the
Company in the United States are tested by Underwriter's Laboratories (UL),
which is an independent non-profit corporation which tests certain products,
including ceiling fans and lighting fixtures, for public safety. Under its
agreement with UL, the Company voluntarily submits its products to UL, and UL
tests the products for safety. If the product is




                                      -7-
<PAGE>

acceptable, UL issues a listing report that provides a technical description of
the product. UL provides the manufacturers with procedures to follow in
manufacturing the products. Electrical products that are manufactured in
accordance with the designated procedures display the UL listing mark, which is
generally recognized by consumers as an indication of a safe product and which
is often required by various governmental authorities to comply with local codes
and ordinances. The contract between the Company and UL provides for automatic
renewal unless either party cancels as a result of default or gives applicable
prior notice.

PRODUCT LIABILITY

The Company is engaged in businesses that could expose it to possible claims for
injury resulting from the failure of its products sold. While no material claims
have been made against the Company since its inception and the Company maintains
product liability insurance, there can be no assurance that claims will not
arise in the future or that the coverage of such policy will be sufficient to
pay such claims.

PATENTS AND TRADEMARKS

The Company does not believe that patent protection is significant to most of
its products or current business operations. The Company, however, has patented
certain of its product designs and the functional features of some of its
products, including a patent on its Cathedral Ceiling Adapter and the Carousel
light kit. The expiration dates of Craftmade's patents (excluding pending
applications) currently range from 2008 to 2014. In addition, Fanthing holds
certain Taiwanese patents covering specific technology employed in Craftmade
ceiling fans, but the Company's management does not believe that such patents
are material to the production of Craftmade products. From time to time, the
Company also enters into license agreements with various designers of the
Company's products, including license agreements concerning licenses on patents
for eight series of fans and certain other license agreements entered into in
the ordinary course of its business. The Company has registered the trademarks
Craftmade (R), Accolade (R) and Durocraft (R), along with the product names of
certain of its designs, with the United States Patent and Trademark Office.

EMPLOYEES

As of July 31, 2001, the Company employed a total of 131 full time employees,
including three executive officers, two TSI officers, 22 managers, 28 clerical
and administrative personnel, 18 marketing personnel; 47 warehouse personnel and
11 production personnel. The Company's employees are not covered by any
collective bargaining agreements, and the Company believes its employee
relations are satisfactory.




                                      -8-
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA (RESTATED)

The selected financial data in the tables below are for the five fiscal years
ended June 30, 2001. The data should be read in conjunction with the financial
statements and notes, which are included elsewhere herein. Effective July 1,
1998 the Company acquired TSI. This acquisition may affect the comparability of
the information contained in the tables below.

<Table>
<Caption>
                                                                        For the years  ended
                                        --------------------------------------------------------------------------------
                                                                (in thousands, except per share data)
                                          June 30,         June 30,         June 30,
                                            2001             2000             1999           June 30,         June 30,
                                          Restated         Restated         Restated           1998             1997
                                        ------------     ------------     ------------     ------------     ------------
<S>                                     <C>              <C>              <C>              <C>              <C>
Selected Operating Results (a) (b):
Net sales                               $     71,107     $     75,098     $     75,656     $     40,903     $     39,523
Gross profit                                  22,380           22,028           23,424           14,242           12,396
Net income                                     4,687            4,280            5,689            3,046            2,113
Basic and diluted earnings
   per common share                              .79              .63              .76              .46              .31
Cash dividends declared
   per common share                     $        .25     $        .10     $        .08     $        .08     $        .05
Basic common
      shares outstanding                       5,933            6,781            7,523            6,544            6,834
Diluted common
    shares outstanding                         5,942            6,781            7,535            6,557            6,838
</Table>


<Table>
<Caption>
                                  June 30,         June 30,         June 30,         June 30,         June 30,
                                    2001             2000             1999             1998             1997
                                ------------     ------------     ------------     ------------     ------------
<S>                             <C>              <C>              <C>              <C>              <C>
Summary Balance Sheet:
Current assets                  $     36,868     $     31,718     $     25,585     $     18,974     $     20,431
Current liabilities                   26,262           20,905           16,052            8,837           11,487
Long-term debt                         8,076            8,588            4,677            6,077            7,989
Total assets                          52,361           46,540           44,178           28,350           30,278
Stockholders' equity                  17,782           16,959           23,363           13,338           10,720
Book value per common share     $       3.02     $       2.74     $       3.16     $       2.03     $       1.63
</Table>

(a) The Company has changed the way it accounts for its two 50%-owned investees
    - Design Trends and PHI - to account for these investees using the equity
    method of accounting rather than consolidation. Assets, liabilities,
    revenues and expense of these two investees are no longer included in the
    Company's balance sheets or statements of income. Instead, the balance
    sheets include the Company's investments in such investees and the income
    statements reflect, as a single line item, its equity share in the earnings
    of these investees. Net income, primary and diluted earnings per share, and
    stockholders' equity did not change for any period restated.

(b) Reflects accounting reclassifications in accordance with adopting the
    provisions of Emerging Issues Task Force No. 00-10, "Accounting for Shipping
    and Handling Fees and Costs" and EITF 00-25, "Vendor Income Statement
    Characterization of Consideration Paid to a Retailer of Vendor's Products".
    The Company had previously recorded shipping and handling costs as part of
    selling, general and administrative expenses. The fiscal 2001 adoption of
    EITF 00-10 had the effect of increasing cost of goods sold and reducing
    selling, general and administrative expenses by $3,009,000, $3,251,000
    $2,963,000 $2,083,000 and $1,865,000 in fiscal years 2001, 2000, 1999, 1998
    and 1997, respectively. The Company had previously recorded consideration
    paid to customers (primarily co-op advertising) as advertising expense,
    which is included in selling, general and administrative expenses. The
    adoption of EITF 00-25 in fiscal 2002 had the effect of decreasing both net
    sales and selling, general and administrative expenses for fiscal year 2001,
    2000 and 1999 by $1,260,000, $606,000, and $710,000, respectively.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (RESTATED)




                                      -9-
<PAGE>

CAUTIONARY STATEMENT

With the exception of historical information, the matters discussed in this Item
7 and elsewhere in this Annual Report on Form 10-K, as amended, contain
forward-looking statements. There are certain important factors which could
cause results to differ materially from those anticipated by some of the
forward-looking statements. Some of the important factors which would cause
actual results to differ materially from those in the forward-looking statements
include, among other things, the success of the Design Trends portable lamp
program, changes from anticipated levels of sales, whether due to future
national or regional economic and competitive conditions, changes in
relationships with customers, TSI's dependence on select mass merchandisers,
customer acceptance of existing and new products, pricing pressures due to
excess capacity, cost increases, changes in tax or interest rates, unfavorable
economic and political developments in Asia, the location of the Company's
primary vendors, declining conditions in the home construction industry,
inability to realize deferred tax assets, and other uncertainties, all of which
are difficult to predict and many of which are beyond the control of the
Company.

RESULTS OF OPERATIONS

Fiscal year ended June 30, 2001 compared to fiscal year ended June 30, 2000.

Net Sales - Net sales decreased $3,991,000 to $ 71,107,000 for the year ended
June 30, 2001 from $75,098,000 for the year ended June 30, 2000. Sales of the
Craftmade division decreased 4.0% or $2,046,000, to $48,514,000 from $
50,560,000 for the year ended June 30, 2000. The decline in sales of the
Craftmade division was primarily related to sales declines in the Company's
lower priced, lower margin series of ceiling fans. The Company intends to
continue to be aggressive in the pricing of specific products when the strategy
is effective in increasing unit volume sales. Sales of the TSI division
decreased 7.9%, or $1,945,000, to $22,593,000 from $ 24,538,000 for the year
ended June 30, 2000. The decline was attributable to a decline in direct
shipment sales of outdoor lighting to a mass retail customer.

Gross Profit - Gross profit increased to 31.5% of sales, or $ 22,380,000, for
the year ended June 30, 2001 compared to 29.3% of sales, or $ 22,028,000, for
the year ended June 30, 2000. The gross margin of the Craftmade division
increased to 37.6% of sales for the year ended June 30, 2001 from 36.7% of sales
for the year ended June 30, 2000. Craftmade has negotiated price concessions
from its ceiling fan vendor which management believes will enable the Company to
be competitive on pricing and maintain or improve its historical margins on
these products. Gross profit of the TSI division increased to $ 4,151,000, or
18.4% of sales, for the year ended June 30, 2001 compared to $3,466,000, or
14.1% of TSI's sales, for the year ended June 30, 2000. The increase was
primarily attributed to a shift in the sales mix from direct import sales to
domestic sales that carry higher gross profit margins and higher SG&A expenses.
In addition, last year's gross margin was negatively impacted by non-recurring
sales credits issued to a mass retail customer.

Selling, General and Administrative Expenses - Total selling, general and
administrative ("SG&A") expenses increased $280,000 to $14,235,000, or 20.0% of
net sales, for the year ended June 30, 2001 from $13,955,000, or 18.6% of net
sales, for the year ended June 30, 2000. SG&A expenses of the Craftmade division
increased to $11,139,000 or 23.0% of net sales, compared to $10,773,000 or 21.3%
of Craftmade's net sales, in the previous year. SG&A expenses of TSI increased
as a percentage of sales to 13.7% or $3,096,000 for the year ended June 30, 2001
compared to 13.0% of TSI's net sales or $3,182,000 for the year ended June 30,
2000. The increase in both divisions' SG&A expenses as a percentage of sales was
primarily due to the decline in sales during the period, which resulted in the
de-leveraging of SG&A expenses compared to the previous year.

Net Interest Expense - Net interest expense increased $292,000 to $1,786,000 for
the year ended June 30, 2001 from $1,494,000 for the previous year. This
increase was primarily the result of an increase in the amounts outstanding
under the Company's revolving line of credit.

Equity in Earnings of 50% Owned Investees Before Income Taxes - Income from
investees, representing the Company's 50% ownership of PHI and Design Trends,
increased $887,000 to $2,038,000 from $1,151,000 for the years ended June 30,
2001 and 2000, respectively. The increase in income from investees was due to an
increase in sales of Design Trends portable lamp program which generated
$11,917,000 in incremental revenue during the period.





                                      -10-
<PAGE>

Provision for Income Taxes - The provision for income taxes increased to
$2,811,000, or 37.5% of income before taxes for the year ended June 30, 2001
from $2,583,000, or 37.6% of income before taxes for the year ended June 30,
2000.

Net Income - Net income increased to $4,687,000, or diluted earnings per common
share of $.79, for the year ended June 30, 2001 from $4,280,000, or diluted
earnings per common share of $.63, for the year ended June 30, 2000. The
increase in net income was attributable to an increase in equity in earnings of
50% owned investees, in connection with the portable lamp program as discussed
above.

Fiscal year ended June 30, 2000 compared to fiscal year ended June 30, 1999.

Net Sales - Net sales declined $561,000 to $75,098,000 for the year ended June
30, 2000 from $75,659,000 for the year ended June 30, 1999. Sales of the
Craftmade division increased $2,834,000, offset by a $3,395,000 decline in sales
of the TSI division. Craftmade's sales benefited from an increase in fan sales
of $2,226,000, or 8.5%, for the year ended June 30, 2000 compared to the
previous year. The decline in sales of the TSI division was partially due to the
fact that one of TSI's major customers reduced its level of purchasing during
the first quarter of fiscal 2000 while it continued to sell previously purchased
inventory.

Gross Profit - Gross profit declined to 29.3% of sales, or $22,028,000, for the
year ended June 30, 2000 compared to 31.0% of sales, or $23,424,000, for the
year ended June 30, 1999. The gross margin of the Craftmade division declined to
36.7% from 37.6% for the year ended June 30, 1999, primarily due to the
write-down of the lamp inventory to estimated net realizable value. TSI's gross
profit margin declined to 14.1% compared to 19.6% for the year ended June 30,
1999. The decline was due to an increase in direct shipment sales from foreign
manufacturers, which carry lower margins than domestic shipments, as well as
additional rebates provided to two of the division's larger customers to assist
in clearing certain categories of slow-moving inventory.

Selling, General and Administrative Expenses - Total SG&A expenses increased
$559,000 to $13,955,000, or 18.6% of net sales, for the year ended June 30, 2000
from $13,396,000, or 17.7% of net sales, for the year ended June 30, 1999. SG&A
expenses of the Craftmade division increased to $10,773,000, or 21.3% of net
sales, compared to $9,566,000, or 20.0% of net sales, in the previous year. The
increase in SG&A expenses of Craftmade as a percentage of sales was primarily
due to the decline in lamp sales during the year ended June 30, 2000, which
resulted in the de-leveraging of SG&A expenses compared to the previous year
when lamp inventory was being aggressively liquidated. The increase in SG&A
expense dollars of Craftmade is primarily attributable to increases in
commissions and certain other costs directly correlated to the sales increase
experienced by Craftmade and to the increase in employee costs related to the
growth in the Company's labor force necessary to meet its increased sales. SG&A
expenses from TSI declined $648,000 to $3,182,000, or 13.0% of net sales, from
$3,830,000, or 13.7% of net sales, for the year ended June 30, 1999. Lower SG&A
expenses as a percentage of sales were achieved by TSI due to sales via direct
shipments from vendor facilities.

Net Interest Expense - Net interest expense increased $340,000 to $1,494,000 for
the year ended June 30, 2000 from $1,154,000 for the year ended June 30, 1999.
This increase was primarily the result of a net increase in the Company's
revolving line of credit and an increase in the Company's note payable. The
proceeds were utilized to repurchase the Company's common stock.

Equity In Earnings of 50% Owned Investees Before Income Taxes - Income from
investees, representing the Company's 50% ownership of PHI and Design Trends,
increased $202,000 to $1,151,000 from $949,000 for the years ended June 30, 2001
and 2000, respectively. The increase in income was due to increased sales of
PHI, which generated incremental revenue of $653,000 and Design Trends, which
generated incremental revenue of $516,000 during the period.

Provision for Income Taxes - The provision for income taxes declined to
$2,583,000, or 37.6% of income before taxes for the year ended June 30, 2000
from $3,336,000, or 37.6% of income before taxes for the year ended June 30,
1999.

Net Income - Net income declined to $4,280,000, or diluted earnings per common
share of $.63, for the year ended June 30, 2000 from $5,689,000, or diluted
earnings per common share of $.76, for the year ended June 30, 1999. The decline
in net income was primarily attributable to the decline in TSI's sales and gross
margins, and the de-leveraging of SG&A expenses in the Craftmade division due to
the lower sales of lamp




                                      -11-
<PAGE>

products compared to the year ended June 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

Fiscal year ended June 30, 2001.

The Company's cash decreased $342,000 from $1,065,000 at June 30, 2000 to
$723,000 at June 30, 2001. The Company's operating activities provided cash of
$1,639,000 during the year ended June 30, 2001 compared to $1,222,000 during the
year ended June 30, 2000. This operating cash flow increase was primarily
attributable to the Company's net income adjusted for non-cash items, which was
partially offset by an increase in the receivable from Design Trends, one of the
Company's 50% owned investees.

Cash used for investing activities of $761,000 was primarily related to
additions to property and equipment, primarily for costs associated the
implementation of the Company's logistics and accounting systems upgrade, as
well as installation of an additional level of racking in Craftmade's warehouse.

Cash used for financing activities of $1,220,000 was primarily the result of (i)
the repurchase of 313,300 shares of the Company's common stock at an aggregate
cost of $2,559,000, (ii) principal payments of $474,000 on the Company's notes
payable, and (iii) cash dividends of $1,455,000. These amounts were partially
offset by net principal advances, of $3,200,000 under the Company's line of
credit. The Company has currently suspended its stock repurchase program but may
implement the program in the future.

At June 30, 2001, subject to continued compliance with certain covenants and
restrictions, the Company had $20,000,000 available on its line of credit, of
which $18,800,000 had been utilized.

During fiscal 2001, the Company entered into an agreement with J.P. Morgan Chase
and Co. and The Frost National Bank to modify the terms of the Company's lines
of credit. The modifications provide less restrictive loan covenant ratios to
enable the Company to fund Design Trends' needs for the portable lamp program.
The terms of the agreement specify a sliding scale between the interest rate
spread and the Company's ratio of total debt to tangible net worth, with a
maximum spread that is 50 basis points higher than the maximum spread specified
by the loan agreement prior to the modification. The Company does not believe
that any additional interest expense associated with the higher interest rate
spread will have a material effect on its financial condition.

At June 30, 2001, $8,588,000 remained outstanding under the twelve-year note
payable for the Company's 378,000 square foot operating facility. The Company's
management believes that this facility will be sufficient for its purposes for
the foreseeable future. The Company's management believes that its current line
of credit, combined with cash flows from operations, are adequate to fund the
Company's anticipated operating needs, debt service requirements and capital
expenditures over the next twelve months.

Fanthing, Craftmade's ceiling fan manufacturer has provided Craftmade with a
$1,000,000 credit facility, pursuant to which it will manufacture and ship
ceiling fans prior to receipt of payment from Craftmade. Accordingly, payment
can be deferred until delivery of such products. At present levels, such credit
facility is equivalent to approximately three weeks' supply of ceiling fans and
represents a supplier commitment, which, in the opinion of the Company's
management, is unusual for the industry and favorable to the Company. This
manufacturer is not required to provide this credit facility under its agreement
with Craftmade, and it may discontinue this arrangement at any time.

With respect to the Company's two 50% owned investees, PHI had $3,000,000
available on its line of credit, of which $1,800,000 had been utilized.
Craftmade is the guarantor on this line of credit. Design Trends utilizes the
Company's lines of credits described above. In order to satisfy anticipated
demand for the portable lamp program, Design Trends has increased its inventory
levels (approximately $5,137,000 at June 30, 2001). This program is primarily
with one mass merchandiser customer. Should the terms of the program with this
particular mass merchandiser be at a level less than originally anticipated,
Design Trends would be required to find other customers for this inventory.
There can be no assurances that the alternative sources would generate similar
sales levels and profit margins as anticipated with the current mass
merchandiser customer. Funding for the increase in Design Trends' inventory
levels is provided by Craftmade, through borrowings under its line of credit or
cash flows from operation.







                                      -12-
<PAGE>

Fiscal year ended June 30, 2000.

The Company's cash decreased $488,000, from $1,553,000 at June 30, 1999 to
$1,065,000 at June 30, 2000. The Company's operating activities provided cash of
$1,222,000 during the year ended June 30, 2000 compared to $7,100,000 during the
year ended June 30, 1999. This cash flow was primarily attributable to the
Company's net income from operations which was partially offset by increases in
accounts receivable and inventory levels.

Cash used for investing activities of $214,000 was primarily related to the
purchase of general warehouse, office and computer equipment.

Cash used for financing activities of $1,496,000 was primarily the result of (i)
the repurchase of 1,198,500 shares of the Company's common stock at an aggregate
cost of $10,012,000, (ii) principal payments of $728,000 on the Company's notes
payable, and (iii) cash dividends of $672,000. These amounts were partially
offset by the net advance of $5,600,000 under the Company's lines of credit and
the borrowing of an additional $4,316,000 under the Company's note payable. As
of June 30, 2000 the Company's Board of Directors had authorized the Company's
management to repurchase up to 2,350,000 shares of the Company's outstanding
common stock, of which 1,376,000 shares at an aggregate cost of $12,560,000 had
been repurchased.

NEW ACCOUNTING PRONOUNCEMENTS

Business combinations - On June 29, 2001, the Financial Accounting Standards
Board ("FASB") approved SFAS 141, "Business Combinations". SFAS 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. The Company is required to implement SFAS 141 for
business combinations entered into on or after July 1, 2001.

Goodwill and other intangible assets - On June 29, 2001, the FASB also approved
SFAS 142, "Goodwill and Other Intangible Assets". SFAS 142 changes the
accounting for goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill and intangible assets with indefinite lives,
including such assets recorded in past business combinations, will cease upon
adoption of this statement. On an annual basis, and when there is reason to
suspect that their values have been diminished or impaired, these assets must be
tested for impairment, and a write-down may be necessary. Intangible assets that
have finite useful lives will continue to be amortized over their useful lives,
but without the constraint of an arbitrary forty-year ceiling. The Company will
adopt SFAS 142 effective July 1, 2001. The Company has not fully determined the
impact that this statement will have on its consolidated financial position or
results of operations; however, goodwill amortization for the year ended June
30, 2001 approximated $396,000 and will cease to be recorded beginning July 1,
2001.

Vendor income statement characterization of consideration paid to a retailer of
a vendor's products--Emerging Issues Task Force Issue 00-25 ("EITF 00-25"),
"Vendor Income Statement Characterization of Consideration Paid to a Retailer of
Vendor's Products" is effective for periods beginning after December 15, 2001.
EITF 00-25 requires that various forms of consideration from a vendor to a
retailer be classified as a reduction of revenue. EITF 00-25 also provides
certain criteria to classify various forms of consideration as expense if the
vendor receives a benefit from the retailer. Management believes the adoption of
EITF 00-25 will not have a material effect on the consolidated financial
statements.

CHANGES IN INTERNAL CONTROLS

There have been no changes in internal controls or in other factors that
significantly changed internal controls during the fiscal year ended June 30,
2001.

INFLATION

Generally, inflation has not had, and the Company does not expect it to have, a
material impact upon operating results. However, there can be no assurance that
the Company's business will not be affected by inflation in the future.




                                      -13-
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data are included under Item 14(a)(1)
of this report.



                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND
REPORTS ON FORM 8-K

(a)      The following documents are filed as a part of this report:

         1.       Financial Statements - The financial statements listed in the
                  "Index to Consolidated Financial Statements" described at F-1.

         2.       Financial Statement Schedule - The financial statement
                  schedule listed in the "Index to Consolidated Financial
                  Statements" described at F-1.

         3.       Exhibits - Refer to (c) below.

(b)      Reports on Form 8-K

         None

(c)      Exhibits

         3.1  -   Certificate of Incorporation of the Company, filed as
                  Exhibit 3 (a) (2) to the Company's Post Effective Amendment
                  No. 1 to Form S-18 (File No. 33-33594-FW) and incorporated by
                  reference herein.

         3.2  -   Certificate of Amendment of Certificate of Incorporation of
                  the Company, dated March 24, 1992 and filed as Exhibit 4.2 to
                  the Company's Form S-8 (File No. 333-44337) and incorporated
                  by reference herein.

         3.3  -   Amended and Restated Bylaws of the Company, filed as Exhibit
                  3 (b) (2) to the Company's Post Effective Amendment No. 1 to
                  Form S-8 (File No. 33-33594-FW) and incorporated by reference
                  herein.

         4.1  -   Specimen Common Stock Certificate, filed as Exhibit 4.4 to
                  the Company's Registration Statement on Form S-3 (File No.
                  333-70823) and incorporated by reference herein.

         4.2  -   Rights Agreement, dated as of June 23, 1999, between
                  Craftmade International, Inc. and Harris Trust and Savings
                  Bank, as Rights Agent, previously filed as an exhibit to Form
                  8-K dated July 9, 1999 (File No. 000-26667) and incorporated
                  by reference herein.

         10.1 -   Earnest Money contract and Design/Build Agreement dated May
                  8, 1995, between MEPC Quorum Properties II, Inc. and Craftmade
                  International, Inc. (including exhibits), previously filed as
                  an exhibit in Form 10Q for the quarter ended December 31,
                  1995, and herein incorporated by reference.

         10.2 -   Assignment of Rents and Leases dated December 21, 1995,
                  between Craftmade International, Inc. and Allianz Life
                  Insurance Company of North America (including exhibits),
                  previously filed as an exhibit in Form 10Q for the quarter
                  ended December 31, 1995, and herein incorporated by reference.

         10.3 -   Deed of Trust, Mortgage and Security Agreement made by
                  Craftmade International, Inc., dated December 21, 1995, to
                  Patrick M. Arnold, as trustee for the benefit of Allianz Life


                                      -14-
<PAGE>


                  Insurance Company of North America (including exhibits),
                  previously filed as an exhibit in Form 10Q for the quarter
                  ended December 31, 1995, and herein incorporated by reference.

         10.4   - Second Amended and Restated Credit Agreement dated November
                  14, 1995, among Craftmade International, Inc., Nations Bank of
                  Texas, N.A., as Agent and the Lenders defined therein
                  (including exhibits), previously filed as an exhibit in Form
                  10Q for the quarter ended December 31, 1995, and herein
                  incorporated by reference.

         10.5   - Lease Agreement dated November 30, 1995, between Craftmade
                  International, Inc. and TSI Prime, Inc., previously filed as
                  an exhibit in Form 10Q for the quarter ended December 31,
                  1995, and herein incorporated by reference.

         10.6   - Revolving credit facility with Texas Commerce Bank,
                  previously filed as an exhibit in Form 10K for the year ended
                  June 30, 1996, and herein incorporated by reference.

         10.7   - Agreement and Plan of Merger, dated as of July 1, 1998, by
                  and among Craftmade International, Inc., Trade Source
                  International, Inc. a Delaware corporation, Neall and Leslie
                  Humphrey, John DeBlois, the Wiley Family Trust, James
                  Bezzerides, the Bezzco Inc. Employee Retirement Trust and
                  Trade Source International, Inc, a California corporation,
                  filed as Exhibit 2.1 to the Company's Current Report on Form
                  8-K filed July 15, 1998 (File No. 33-33594-FW) and herein
                  incorporated by reference.

         10.8   - Voting Agreement, dated July 1, 1998, by and among James R.
                  Ridings, Neall Humphrey and John DeBlois, filed as Exhibit 2.1
                  to the Company's Current Report on Form 8-K filed July 15,
                  1998 (File No. 33-33594-FW) and herein incorporated by
                  reference.

         10.9   - Third Amendment to Credit Agreement, dated July 1, 1998, by
                  and among Craftmade International, Inc., a Delaware
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, Chase Bank of Texas, National Association
                  (formerly named Texas Commerce Bank, National Association) and
                  Frost National Bank (formerly named Overton Bank and Trust),
                  filed as Exhibit 2.1 to the Company's Current Report on Form
                  8-K filed July 15, 1998 (File No. 33-33594-FW) and herein
                  incorporated by reference.

         10.10  - Consent to Merger by Chase Bank of Texas, National
                  Association and Frost National Bank, filed as Exhibit 2.1 to
                  the Company's Current Report on Form 8-K filed July 15, 1998
                  (File No. 33-33594-FW) and herein incorporated by reference.

         10.11  - Employment Agreement, dated July 1, 1998, by and among
                  Craftmade International, Inc., Trade Source International,
                  Inc., a Delaware corporation and Neall Humphrey, filed as
                  Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                  July 15, 1998 (File No. 33-33594-FW) and herein incorporated
                  by reference.

         10.12  - Employment Agreement, dated July 1, 1998, by and among
                  Craftmade International, Inc., Trade Source International,
                  Inc., a Delaware corporation and Leslie Humphrey, filed as
                  Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                  July 15, 1998 (File No. 33-33594-FW) and herein incorporated
                  by reference.

         10.13  - Employment Agreement, dated July 1, 1998, by and among
                  Craftmade International, Inc., Trade Source International,
                  Inc., a Delaware corporation and John DeBlois, filed as
                  Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                  July 15, 1998 (File No. 33-33594-FW) and herein incorporated
                  by reference.

         10.14  - Registration Rights Agreement, dated July 1, 1998, by and
                  among Craftmade International, Inc., Neall and Leslie Humphrey
                  and John DeBlois, filed as Exhibit 2.1 to the Company's
                  Current Report on Form 8-K filed July 15, 1998 (File No.
                  33-33594-FW) and herein incorporated by reference.

         10.15  - ISDA Master Agreement and Schedule, dated June 17, 1999, by
                  and among Chase Bank of Texas, National Association, Craftmade
                  International, Inc., Durocraft International, Inc. and Trade
                  Source International, Inc., filed as Exhibit 10.15 to the
                  Company's Quarterly Report on Form 10Q filed November 12, 1999
                  (File No. 000-26667) and herein incorporated by reference.


                                      -15-
<PAGE>
         10.16  - Confirmation under ISDA Master Agreement, dated July 23,
                  1999, from Chase Bank of Texas, National Association to
                  Craftmade International, Inc., filed as Exhibit 10.16 to the
                  Company's Quarterly Report on Form 10Q filed November 12, 1999
                  (File No. 000-26667) and herein incorporated by reference.

         10.17  - Fourth Amendment to Credit Agreement, dated April 2, 1999, by
                  and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc. a Texas
                  corporation, Trade Source International, a Delaware
                  corporation, Chase Bank of Texas, National Association and
                  Frost National Bank, filed as Exhibit 10.17 to the Company's
                  Quarterly Report on Form 10-Q filed May 15, 2000 (File No.
                  000-26667) and herein incorporated by reference.

         10.18  - Letter Agreement Concerning Fifth Amendment to Credit
                  Agreement, dated August 11, 1999, from Chase Bank of Texas,
                  N.A. and Frost National Bank to Craftmade International, Inc.,
                  Durocraft International Inc., Trade Source International,
                  Inc., and C/D/R Incorporated, filed as Exhibit 10.18 to the
                  Company's Quarterly Report on Form 10-Q filed May 15, 2000
                  (File No. 000-26667) and herein incorporated by reference.

         10.19  - Sixth Amendment to Credit Agreement, dated November 12, 1999,
                  by and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc., a Texas
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, C/D/R Incorporated, a Delaware corporation, Chase
                  Bank of Texas, National Association and Frost National Bank,
                  filed as Exhibit 10.19 to the Company's Quarterly Report on
                  Form 10-Q filed May 15, 2000 (File No. 000-26667) and herein
                  incorporated by reference.

         10.20  - Employment Agreement dated October 25, 1999, between Kathy
                  Oher and Craftmade International, Inc., filed as Exhibit
                  10.20 to the Company's Annual Report on Form 10-K filed
                  September 26, 2000 (File No. 000-26667) and herein
                  incorporated by reference.

         10.21  - Seventh Amendment to Credit Agreement dated May 12, 2000, by
                  and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc., a Texas
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, C/D/R Incorporated, a Delaware corporation, Chase
                  Bank of Texas, National Association and Frost National Bank,
                  filed as Exhibit 10.21 to the Company's Annual Report on Form
                  10-K filed September 26, 2000 (File No. 000-26667) and herein
                  incorporated by reference.

         10.22  - Craftmade International, Inc. 1999 Stock Option Plan, filed
                  as Exhibit A to the Company's Proxy Statement on Schedule 14A
                  filed October 4, 2000 (File No. 000-26667) and herein
                  incorporated by reference.

         10.23  - Craftmade International, Inc. 2000 Non-Employee Director
                  Stock Plan, filed as Exhibit B to the Company's Proxy
                  Statement on Schedule 14A filed October 4, 2000 (File No.
                  000-2667) and herein incorporated by reference.

         10.24  - Eighth Amendment to Credit Agreement dated February 12,
                  2001, by and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc., a Texas
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, Design Trends, LLC, a Delaware limited liability
                  company, C/D/R Incorporated, a Delaware corporation, The Chase
                  Manhattan Bank and The Frost National Bank, filed as Exhibit
                  10.24 to the Company's Quarterly Report on Form 10-Q filed May
                  14, 2001 (File No. 000-26667) and herein incorporated by
                  reference.

         10.25  - Ninth Amendment to Credit Agreement dated June 29, 2001, by
                  and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc., a Texas
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, Design Trends, LLC, a Delaware limited liability
                  company, C/D/R Incorporated, a Delaware corporation, The Chase
                  Manhattan Bank and The Frost National Bank, filed as Exhibit
                  10.25 to the Company's Annual Report on Form 10-K filed
                  September 26, 2001 (File No. 000-26667) and herein
                  incorporated by reference.

         21*    - Subsidiaries of the Registrant.

         *   Previously filed

(d)      All other financial statement schedules have been omitted since they
         are either not required, not applicable or the required information is
         shown in the financial statements or related notes.



                                      -16-
<PAGE>
                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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, on September 30, 2001.

CRAFTMADE INTERNATIONAL, INC.


By:      /s/      James Ridings
         ---------------------------------------------
           James Ridings, Chairman of the Board,
           President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


<Table>
<Caption>
Signatures                                  Capacity                                    Date
----------                                  --------                                    ----

<S>                                         <C>                                         <C>
/s/  James Ridings                          Chairman of the Board, President,           September 30, 2002
--------------------------------------      Chief Executive Officer and
 James Ridings                              Director (Principal Executive
                                            Officer)


/s/ Clifford Crimmings                      Vice President Marketing and                September 30, 2002
--------------------------------------      Director
 Clifford Crimmings


/s/ Kathy Oher                              Chief Financial Officer, Vice               September 30, 2002
--------------------------------------      President and Director
 Kathy Oher                                 (Principal Financial and
                                            Accounting Officer)


/s/  Neall Humphrey                         President of Trade Source                   September 30, 2002
--------------------------------------      International, Inc. and Director
Neall Humphrey


/s/  John DeBlois                           Executive Vice President of Trade           September 30, 2002
--------------------------------------      Source International, Inc.
John DeBlois                                and Director

/s/  Paul Knuckley                          Director                                    September 30, 2002
--------------------------------------
A. Paul Knuckley


/s/  Jerry Kimmel                           Director                                    September 30, 2002
--------------------------------------
Jerry E. Kimmel


/s/    Lary Snodgrass                       Director                                    September 30, 2002
--------------------------------------
Lary Snodgrass
</Table>




                                      -17-
<PAGE>
                                 Certifications
                             Pursuant to Section 302
                        of the Sarbanes-Oxley Act of 2002


I, James R. Ridings, certify that:

1.       I have reviewed this annual report on Form 10-K/A of Craftmade
         International, Inc.;

2.       Based on my knowledge, this annual 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 annual report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 presented in
         this annual report.

Date:  September 30, 2002                   /s/ James R. Ridings
                                            ----------------------------------
                                            James R. Ridings
                                            President and
                                            Chief Executive Officer


I, Kathleen B. Oher, certify that:

1.       I have reviewed this annual report on Form 10-K/A of Craftmade
         International, Inc.;

2.       Based on my knowledge, this annual 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 annual report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 presented in
         this annual report.

Date:  September 30, 2002                   /s/ Kathleen B. Oher
                                            ----------------------------------
                                            Kathleen B. Oher
                                            Chief Financial Officer


                                      -18-




<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<Table>
<Caption>
                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                             <C>
FINANCIAL STATEMENTS:
   Report of Independent Accountants                                                             F-2
   Consolidated Statements of Income                                                             F-3
   Consolidated Balance Sheets                                                                   F-4
   Consolidated Statements of Cash Flows                                                         F-6
   Consolidated Statements of Changes in Stockholders' Equity                                    F-8
   Notes to Consolidated Financial Statements                                                    F-9

Financial Statement Schedule:
       II - Valuation and qualifying accounts and Reserves                                       F-21
</Table>

All other financial statement schedules have been omitted since they are either
not required, not applicable, or the required information is shown in the
financial statements or related notes.










                                      F-1
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders
    of Craftmade International, Inc.


In our opinion, the consolidated financial statements listed in the accompanying
index appearing on page F-1 present fairly, in all material respects, the
financial position of Craftmade International, Inc. and its subsidiaries (the
"Company") at June 30, 2001 and 2000, and the results of their operations and
their cash flows for each of the three years in the period ended June 30, 2001,
in conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedule listed
in the accompanying index appearing on page F-1 presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As discussed in Note 2, the accompanying consolidated financial statements and
financial statement schedules have been restated to use the equity method of
accounting for two investees.


/s/ PricewaterhouseCoopers  LLP


Fort Worth, Texas
August 20, 2001, except for Note 2 and 4, which are as of September 18, 2002.















                                      F-2
<PAGE>


                 CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
                                                    FOR THE YEARS ENDED JUNE 30,

                                                   2001         2000         1999
                                                 Restated     Restated     Restated
                                                 --------     --------     --------
                                                (In thousands except per share data)
<S>                                              <C>          <C>          <C>
Net Sales                                        $ 71,107     $ 75,098     $ 75,659
Cost of goods sold                                 48,727       53,070       52,235
                                                 --------     --------     --------

Gross profit                                       22,380       22,028       23,424
                                                 --------     --------     --------

Selling, general and
      administrative expenses                      14,235       13,955       13,396
Interest expense, net                               1,786        1,494        1,154
Depreciation and amortization                         899          867          798
                                                 --------     --------     --------

           Total Expenses                          16,920       16,316       15,348
                                                 --------     --------     --------

Income before equity in earnings of 50%
      owned investees and income taxes              5,460        5,712        8,076

Equity in earnings of 50% owned
      investees before income taxes                 2,038        1,151          949
                                                 --------     --------     --------

Income before income taxes                          7,498        6,863        9,025

Provision for income taxes                          2,811        2,583        3,336
                                                 --------     --------     --------

Net income                                       $  4,687     $  4,280     $  5,689
                                                 ========     ========     ========

Basic earnings per common share                  $   0.79     $   0.63     $   0.76
                                                 ========     ========     ========

Diluted earnings per common share                $   0.79     $   0.63     $   0.76
                                                 ========     ========     ========

Cash dividends declared
  per common share                               $   0.25     $   0.10     $   0.08
                                                 ========     ========     ========
</Table>


                            SEE ACCOMPANYING NOTES TO
                        CONSOLIDATED FINANCIAL STATEMENTS





                                      F-3
<PAGE>





                 CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
<Table>
<Caption>
                                                 June 30,      June 30,
                                                   2001          2000
                                                 Restated      Restated
                                                 --------      --------
                                                      (In thousands)
<S>                                              <C>           <C>
Current assets:
     Cash                                        $    723      $  1,065
     Accounts receivable - net of
         allowance of $150,000 and $236,000,
         respectively                              13,308        15,857
     Receivables from 50% owned investees           8,271           643
     Inventory                                     12,650        12,776
     Deferred income taxes                            758           462
     Prepaid expenses and other
         current assets                             1,158           915
                                                 --------      --------

        Total current assets                       36,868        31,718


Property and equipment, net
     Land                                           1,535         1,535
     Building                                       7,784         7,784
     Office furniture and equipment                 2,998         2,253
     Leasehold improvements                           253           237
                                                 --------      --------
                                                   12,570        11,809

Less: accumulated depreciation                     (2,900)       (2,397)
                                                 --------      --------

        Total property and equipment, net           9,670         9,412

Goodwill, net of accumulated
     amortization of $1,204,000 and
     $808,000, respectively                         4,735         5,131
Investment in 50% owned investees                   1,049           255
Other assets                                           39            24
                                                 --------      --------

        Total other assets                          5,823         5,410
                                                 --------      --------

Total assets                                     $ 52,361      $ 46,540
                                                 ========      ========
</Table>


                            SEE ACCOMPANYING NOTES TO
                        CONSOLIDATED FINANCIAL STATEMENTS






                                      F-4
<PAGE>
                 CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<Table>
<Caption>
                                                 June 30,      June 30,
                                                   2001          2000
                                                 Restated      Restated
                                                 --------      --------
                                                     (In thousands)
<S>                                              <C>           <C>
Current liabilities:
     Note payable - current                      $    512      $    474
     Revolving line of credit                      18,800        15,600
     Accounts payable                               4,124         3,104
     Commissions payable                              301           380
     Income taxes payable                             719            10
     Accrued liabilities                            1,806         1,337
                                                 --------      --------
       Total current liabilities                   26,262        20,905

Other non-current liabilities:
     Deferred income taxes                            241            88
     Note payable - long term                       8,076         8,588
                                                 --------      --------

       Total liabilities                           34,579        29,581
                                                 --------      --------
Stockholders' equity:
     Series A cumulative, convertible
         callable preferred stock, $1.00
         par value, 2,000,000 shares
         authorized; 32,000 shares issued              32            32
     Common stock, $.01 par value,
         15,000,000 shares authorized,
         9,326,535 and 9,316,535 shares
         issued, respectively                          93            93
Additional paid-in capital                         12,683        12,453
Unearned deferred compensation                       (108)            0
Retained earnings                                  25,886        22,654
Accumulated other comp. Income                         28             0
                                                 --------      --------
                                                   38,614        35,232
     Less:  treasury stock, 3,429,477 and
         3,116,177 common shares at cost,
         and 32,000 preferred shares at cost      (20,832)      (18,273)
                                                 --------      --------
           Total Stockholders' Equity              17,782        16,959
                                                 --------      --------

Total liabilities and stockholders' equity       $ 52,361      $ 46,540
                                                 ========      ========
</Table>


                            SEE ACCOMPANYING NOTES TO
                        CONSOLIDATED FINANCIAL STATEMENTS



                                      F-5
<PAGE>




               CRAFTMADE INTERNATIONAL, INC. AND ITS SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                                 For the years ended June 30,
                                                             ------------------------------------
                                                               2001          2000          1999
                                                             Restated      Restated      Restated
                                                             --------      --------      --------
                                                                        (In thousands)
<S>                                                          <C>           <C>           <C>
Cash flows from operating activities:
Net income                                                   $  4,687      $  4,280      $  5,689
     Adjustments to reconcile net income to net
     cash provided by operating activities:
     Stock compensation expense                                    54
     Depreciation and amortization                                899           867           746
     Provision for bad debts                                      118           113           564
     Deferred income taxes                                       (143)          (16)           19
     Equity in earnings of 50% owned investees                 (2,038)       (1,151)         (949)
     Distributions received from 50% owned investees            1,160         1,369           614
Change in assets and liabilities
     providing (using) cash:
     Accounts receivable                                        2,431        (2,273)          374
     Receivables from 50% owned investees                      (7,544)         (775)           38
     Inventory                                                    126          (900)        1,313
     Prepaid expenses and other assets                           (231)          129           (21)
     Accounts and commissions payable                             942          (908)         (446)
     Income taxes payable                                         709          (436)         (448)
     Accrued liabilities                                          469           923          (393)
                                                             --------      --------      --------
Net cash provided by operating activities                       1,639         1,222         7,100
                                                             --------      --------      --------

Cash flows from investing activities:
     TSI acquisition                                                                       (2,041)
     Additions to property and equipment                         (761)         (214)         (336)
                                                             --------      --------      --------
Net cash used for investing activities                           (761)         (214)       (2,377)
                                                             --------      --------      --------

Cash flows from financing activities:
     Principal payments on note payable                          (474)         (728)       (1,281)
     Proceeds from additional borrowings on note payable           --         4,316            --
     Net proceeds from line of credit                           3,200         5,600           229
     Stock repurchase                                          (2,559)      (10,012)       (2,548)
     Cash dividends                                            (1,455)         (672)         (556)
     Proceeds from exercise of employee stock options              68                          61
                                                             --------      --------      --------
Net cash used for financing activities                         (1,220)       (1,496)       (4,095)
                                                             --------      --------      --------

Net increase (decrease) in cash                                  (342)         (488)          628
Cash at beginning of year                                       1,065         1,553           925
                                                             --------      --------      --------
Cash at end of year                                          $    723      $  1,065      $  1,553
                                                             ========      ========      ========
</Table>






                                      F-6
<PAGE>

               CRAFTMADE INTERNATIONAL, INC. AND ITS SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


Supplemental disclosures of cash flow
   information:

<Table>
<Caption>
                                         For the years ended June 30,
                                 ------------------------------------------
                                     2001           2000           1999
                                   Restated       Restated       Restated
                                 ------------   ------------   ------------
                                              (In thousands)

<S>                              <C>            <C>            <C>
Cash paid during the year for:
   Interest                      $      1,889   $      1,533   $      1,210
                                 ============   ============   ============
   Income taxes                  $      2,336   $      3,009   $      3,400
                                 ============   ============   ============
</Table>

Supplemental disclosures of non-cash investing activities:

On July 1, 1998 the Company acquired the assets and assumed certain liabilities
of Trade Source International, Inc. In connection with the acquisition, cash was
paid as follows (in thousands):


<Table>
<S>                                                                   <C>
          Fair value of assets acquired
          (including purchased goodwill)                              $     19,269
          Liabilities assumed                                               (8,269)
          Stock issued                                                      (7,379)
                                                                      ------------
          Cash paid                                                          3,621
          Less: cash acquired                                               (1,580)
                                                                      ------------
          Net cash paid for acquisition                               $      2,041
                                                                      ============
</Table>



                     The accompanying notes are an integral
                part of these consolidated financial statements.



                                       F-7

<PAGE>
                 CRAFTMADE INTERNATIONAL, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     FOR THE THREE YEARS ENDED JUNE 30, 2001

<Table>
<Caption>
(In thousands)
                                                                      SERIES A      ADDITIONAL       UNEARNED
                                                                      PREFERRED      PAID-IN         DEFERRED        RETAINED
                                          VOTING COMMON STOCK           STOCK        CAPITAL       COMPENSATION      EARNINGS
                                      ---------------------------   ------------   ------------    ------------    ------------
                                         Shares         Amount
                                      ------------   ------------
<S>                                   <C>            <C>            <C>            <C>             <C>             <C>
Balance as of June 30, 1998                  6,197   $         62   $         32   $      7,210    $         --    $     13,913

 TSI Acquisition                                --             --             --          5,213              --              --

 Stock Repurchase                               --             --             --             --              --              --

 Exercise of Employee Stock Options             21             --             --             61              --              --

 Cash Dividends                                 --             --             --             --              --            (556)

 Stock split                                 3,099             31             --            (31)             --              --

 Net income for the year ended
    June 30, 1999                               --             --             --             --              --           5,689
                                      ------------   ------------   ------------   ------------    ------------    ------------

 Balance as of June 30, 1999                 9,317             93             32         12,453              --          19,046

 Stock Repurchase                               --             --             --             --              --              --

 Cash Dividends                                 --             --             --             --              --            (672)

 Net income for the year ended
    June 30, 2000                               --             --             --             --              --           4,280
                                      ------------   ------------   ------------   ------------    ------------    ------------
Balance as of June 30, 2000                  9,317             93             32         12,453              --          22,654

Comprehensive Income:

 Net income for the year ended
    June 30, 2001                               --             --             --             --              --           4,687

 Income on Derivative Financial
    Instrument, net of tax of $10               --             --             --             --              --              --
                                      ------------   ------------   ------------   ------------    ------------    ------------

 Total Comprehensive Income                     --             --             --             --              --           4,687

 Stock Option Grants                            --             --             --            162            (162)             --

 Deferred Compensation Earned                   --             --             --             --              54              --

 Stock Repurchase                               --             --             --             --              --              --

 Exercise of Employee Stock Options             10             --             --             68              --              --

 Cash Dividends                                 --             --             --             --              --          (1,455)

                                      ------------   ------------   ------------   ------------    ------------    ------------
Balance as of June 30, 2001                  9,327   $         93   $         32   $     12,683    $       (108)   $     25,886
                                      ============   ============   ============   ============    ============    ============

<Caption>
(In thousands)                          ACCUMULATED
                                          OTHER
                                       COMPREHENSIVE
                                          INCOME             TREASURY STOCK
                                       ------------   ----------------------------
                                                         Shares          Amount           Total
                                                      ------------    ------------    ------------
<S>                                    <C>            <C>             <C>             <C>
Balance as of June 30, 1998            $         --          1,848    $     (7,879)   $     13,338

 TSI Acquisition                                 --           (656)          2,166           7,379

 Stock Repurchase                                --            178          (2,548)         (2,548)

 Exercise of Employee Stock Options              --             --              --              61

 Cash Dividends                                  --             --              --            (556)

 Stock split                                     --            580              --              --

 Net income for the year ended
    June 30, 1999                                --             --              --           5,689
                                       ------------   ------------    ------------    ------------

 Balance as of June 30, 1999                     --          1,950          (8,261)         23,363

 Stock Repurchase                                --          1,198         (10,012)        (10,012)

 Cash Dividends                                  --             --              --            (672)

 Net income for the year ended
    June 30, 2000                                --             --              --           4,280
                                       ------------   ------------    ------------    ------------
Balance as of June 30, 2000                      --          3,148         (18,273)         16,959

Comprehensive Income:

 Net income for the year ended
    June 30, 2001                                --             --              --           4,687

 Income on Derivative Financial
    Instrument, net of tax of $10                28             --              --              28
                                       ------------   ------------    ------------    ------------

 Total Comprehensive Income                      28             --              --           4,715

 Stock Option Grants                             --             --              --              --

 Deferred Compensation Earned                    --             --              --              54

 Stock Repurchase                                --            313          (2,559)         (2,559)

 Exercise of Employee Stock Options              --             --              --              68

 Cash Dividends                                  --             --              --          (1,455)

                                       ------------   ------------    ------------    ------------
Balance as of June 30, 2001            $         28          3,461    $    (20,832)   $     17,782
                                       ============   ============    ============    ============
</Table>

                     The accompanying notes are an integral
                part of these consolidated financial statements.


                                      F-8
<PAGE>




               CRAFTMADE INTERNATIONAL, INC. AND ITS SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND NATURE OF THE COMPANY

Craftmade International, Inc., a Delaware corporation, is organized into two
operating segments: Craftmade International, Inc. ("Craftmade") and Trade Source
International, Inc. ("TSI"). Craftmade is principally engaged in the design,
distribution and marketing of ceiling fans, light kits, outdoor lighting,
bathstrip lighting and related accessories to a nationwide network of lighting
showrooms and electrical wholesalers specializing in sales to the remodeling,
new home construction and replacement markets. Craftmade also assembles and
markets lamps for sale to certain retail chains and catalog houses and imports
and distributes a variety of cables and components for the telephone and
communications industries. TSI, a wholly-owned subsidiary acquired July 1, 1998,
and two 50% owned companies, Prime/Home Impressions, LLC ("PHI") and Design
Trends, LLC ("Design Trends"), are principally engaged in the design,
distribution and marketing of outdoor and indoor lighting, selected ceiling fans
and various fan accessories to mass merchandisers. Craftmade, TSI, their
wholly-owned subsidiaries and 50% owned investees are collectively referred to
as the "Company".

NOTE 2 - RESTATEMENT

The Company has changed the way it accounts for its two 50%-owned investees -
Design Trends and PHI - to account for these investees using the equity method
of accounting rather than consolidation. Assets, liabilities, revenues and
expense of these two investees are no longer included in the Company's balance
sheets or statements of income. Instead, the balance sheets include the
Company's investments in such investees and the income statements reflect, as a
single line item, its equity share in the earnings of these investees. Net
income, primary and diluted earnings per share, and stockholders' equity did not
change for any period restated.

The following table sets forth balances as originally reported and as restated
(in thousands, except per share amounts):

<Table>
<Caption>
                              June 30,                          June 30,
                              2001                              2000
                              -----------------------------     -----------------------------
                              As                                As
                              Previously       As               Previously       As
                              Reported         Restated         Reported         Restated
                              ------------     ------------     ------------     ------------

<S>                           <C>              <C>              <C>              <C>
Accounts receivable - net     $     19,215     $     13,308     $     17,610     $     15,857
Receivables from 50%
   owned investees                      --            8,271               --              643
Inventory                           19,454           12,650           15,322           12,776
Total current assets                42,214           36,868           35,483           31,718
Investment in 50% owned
   investees                            --            1,049               --              255
Total assets                        59,129           52,361           50,101           46,540
Revolving lines of credit           20,600           18,800           17,600           15,600
Total current liabilities           31,981           26,262           24,221           20,905
Total liabilities                   41,347           34,579           33,142           29,581
Minority interest                    1,049               --              245               --
Stockholders' equity                17,782           17,782           16,959           16,959
</Table>




                                      F-9
<PAGE>


<Table>
<Caption>
                               Year Ended                        Year Ended                        Year Ended
                               June 30, 2001                     June 30, 2000                     June 30, 1999
                               -----------------------------     -----------------------------     -----------------------------
                               As                                As                                As
                               Previously       As               Previously       As               Previously       As
                               Reported(a)      Restated         Reported(a)      Restated         Reported(a)      Restated
                               ------------     ------------     ------------     ------------     ------------     ------------
<S>                            <C>              <C>              <C>              <C>              <C>              <C>
Net sales                      $     92,214     $     71,107     $     84,892     $     75,098     $     84,285     $     75,659
Gross profit                         29,094           22,380           25,710           22,028           26,423           23,424
Equity in earnings of 50%
   owned investees
   before income taxes                   --            2,038               --            1,151               --              949
Net income                            4,687            4,687            4,280            4,280            5,689            5,689
Primary earning per share               .79              .79              .63              .63              .76              .76
Diluted earnings per share              .79              .79              .63              .63              .76              .76
</Table>

(a) The As Previously Reported amounts include a reclassification for the
    adoption, effective July 1, 2001, of EITF 00-25, "Vendor Income Statement
    Characterization of Consideration Paid to a Retailer of Vendor's Products."
    The Company had previously recorded consideration paid to customers
    (primarily co-op advertising) as advertising expense, which is included in
    selling, general and administrative expenses. The impact of this
    reclassification is to reduce both net sales and selling, general and
    administrative expenses by $1,260,000, $606,000 and $710,000 in 2001, 2000
    and 1999, respectively. This reclassification has no impact on net income or
    primary or diluted earnings per share for any of these periods.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - The Company's consolidated financial statements include
the accounts of all wholly-owned subsidiaries. The 50% ownership interests of
Design Trends and PHI are accounted for under the equity method.

All intercompany accounts and transactions have been eliminated. The functional
currency of the Company's foreign subsidiaries is the United States dollar.

CONCENTRATION OF CREDIT RISK - Financial instruments that potentially subject
the Company to concentrations of credit risk consist primarily of trade
receivables. Substantially all of Craftmade's customers are lighting showrooms;
however, credit risk is limited due to the large number of customers and their
dispersion across many different geographic locations. As of June 30, 2001,
Craftmade had no significant concentration of credit risk. As part of its
ongoing control procedures, TSI monitors the creditworthiness of its customers
thereby mitigating the effect of any concentration of credit risk. All of TSI's
sales are to mass merchandisers with two customers comprising the most
significant portion as follows:

<Table>
<Caption>
                                    Customer A                                    Customer B
                      ----------------------------------------     -----------------------------------------
                           Percent of           Percent of              Percent of            Percent of
Fiscal Year               TSI's Sales       Consolidated Sales         TSI's Sales        Consolidated Sales
-----------           ------------------    ------------------     -------------------    ------------------
<S>                   <C>                   <C>                    <C>                    <C>
2001                          55%                 17%                     31%                   10%
2000                          56%                 18%                     25%                    8%
1999                          55%                 20%                     28%                   10%
</Table>

INVENTORIES - Inventories are stated at the lower of cost or market, with cost
being determined using the average cost method which approximates the first-in,
first-out (FIFO) method. The cost of inventory includes freight-in and duties on
imported goods.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost.
Depreciation is determined using the straight-line method over the estimated
useful lives of the property and equipment, as follows:



                                      F-10
<PAGE>
<Table>
<S>                                                               <C>
                  Building                                        40 years
                  Office furniture , equipment and other          3 to 7 years.
</Table>

Leasehold improvements are amortized over the life of the lease or its useful
life, whichever is shorter.

Depreciation and amortization expense for the years ended June 30, 2001, 2000
and 1999 approximated $503,000, $455,000 and $350,000, respectively.

Maintenance and repairs are charged to expense as incurred; renewals and
betterments are charged to appropriate property or equipment accounts. Upon sale
or retirement of depreciable assets, the cost and related accumulated
depreciation is removed from the accounts, and the resulting gain or loss is
included in the results of operations in the period of the sale or retirement.

GOODWILL - Goodwill related to Craftmade's acquisition of TSI is being amortized
using the straight-line method over 15 years. Accordingly, goodwill amortization
of $396,000, $412,000 and $396,000 for the years ended June 30, 2001, 2000 and
1999, respectively, has been recorded in the accompanying consolidated
statements of income.

IMPAIRMENT OF LONG-LIVED ASSETS - The Company reviews potential impairments of
long-lived assets, certain identifiable intangibles, and associated goodwill on
an exception basis when there is evidence that events or changes in
circumstances have made recovery of an asset's carrying value unlikely. An
impairment loss is recognized if the sum of the expected future cash flows
undiscounted and before interest from the use of the asset is less than the net
book value of the asset. Generally, the amount of the impairment loss is
measured as the difference between the net book value of the assets and the
estimated fair value.

REVENUE RECOGNITION - The Company recognizes revenue when the customer takes
title to the product and the related risks and rewards of ownership of the
products have transferred to the customer. The Company adopted the provisions of
SEC Staff Accounting Bulletin No. 101, "Revenue Recognition", ("SAB 101") in the
fourth quarter of fiscal 2001. The effect of adopting SAB 101 was not material
to the Company's net sales or results of operations.

SHIPPING AND HANDLING FEES AND COSTS - During fiscal 2001 the Company adopted
Emerging Issues Task Force No. 00-10, "Accounting for Shipping and Handling Fees
and Costs". In accordance with this guidance, the Company records income and
costs from shipping and handling charges paid by the customer as sales and costs
of goods sold, respectively. Financial statements for the years ended June 30,
2001, 2000 and 1999 have reclassified to conform to this presentation.

ADVERTISING COST - The Company's advertising expenditures consist primarily of
print advertising and vendor cooperative advertising programs, and are expensed
as incurred. Advertising expense for the years ended June 30, 2001, 2000 and
1999, was $1,160,000, $1,014,000 and $928,000, respectively. Prepaid advertising
costs at June 30, 2001 and 2000 were $305,000 and $223,000, respectively.
Prepaid advertising costs will be reflected as an expense during the period
used.

INCOME TAXES - The Company accounts for income taxes under an asset and
liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. In estimating
future tax consequences, all expected future events other than enactments of
changes in the tax law or rates are considered. Deferred income taxes have been
provided on unremitted earnings from foreign subsidiaries. The Company reviews
its deferred tax assets for ultimate realization and will record a valuation
allowance to reduce the deferred tax asset if it is more likely than not that
some portion, or all, of these deferred tax assets will not be realized. The
Company's 50% owned investees operate in the form of partnerships and,
consequently, do not file federal income tax returns. Instead, the Company's
share of their income is reported in the Company's federal tax returns.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - The Company adopted Statement on
Financial Accounting Standards No. 133 (FAS 133), "Accounting for Derivative
Instruments and Hedging Activities", on July 1, 2000. FAS 133 requires that all
derivative instruments be recorded on the balance sheet at fair value. Changes
in the




                                      F-11
<PAGE>



fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, depending on the type of hedge transaction.
For fair-value hedge transactions in which the Company is hedging changes in an
asset's, liability's, or firm commitment's fair value, changes in the fair value
of the derivative instrument will generally be offset in the income statement by
changes in the hedged item's fair value. For cash-flow hedge transactions in
which the Company is hedging the variability of cash flows related to a
variable-rate asset, liability, or a forecasted transaction, changes in the fair
value of the derivative instrument will be reported in other comprehensive
income.

The gains and losses on the derivative instrument that are reported in other
comprehensive income will be reclassified as earnings in the periods in which
earnings are impacted by the variability of the cash flows of the hedged item.
The ineffective portion of all hedges will be recognized in current-period
earnings. See Note 7 - Derivative Financial Instruments

STOCK-BASED COMPENSATION - The Company follows the disclosure only provisions of
FAS 123, "Accounting for Stock-Based Compensation". However, the Company
continues to measure compensation cost for those plans using the intrinsic value
based method of accounting as prescribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees".

EARNINGS PER COMMON SHARE AND STOCK SPLIT - Basic earnings per share measures
the performance of an entity over the reporting period. Diluted earnings per
share measures the performance of an entity over the reporting period while
giving effect to all potentially dilutive common shares that were outstanding
during the period. The treasury stock method is used to determine the dilutive
potential of stock options. Options which, based on their exercise price, would
be anti-dilutive are not considered in the treasury stock method calculation.
There have been no options excluded from the earnings per share calculations due
to their anti-dilutive nature.

SEGMENT INFORMATION - The Company presents two reportable segments, Craftmade
and TSI. The Company's reportable segments have been identified utilizing the
management approach which designates the internal organization that is used by
management for making operating decisions and assessing performance.

PERVASIVENESS OF ESTIMATES - 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.

NEW ACCOUNTING PRONOUNCEMENTS

Business combinations - On June 29, 2001, the Financial Accounting Standards
Board ("FASB") approved SFAS 141, "Business Combinations". SFAS 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. The Company is required to implement SFAS 141 for
business combinations entered into on or after July 1, 2001.

Goodwill and other intangible assets - On June 29, 2001, the FASB also approved
SFAS 142, "Goodwill and Other Intangible Assets". SFAS 142 changes the
accounting for goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill and intangible assets with indefinite lives,
including such assets recorded in past business combinations, will cease upon
adoption of this statement. On an annual basis, and when there is reason to
suspect that their values have been diminished or impaired, these assets must be
tested for impairment, and a write-down may be necessary. Intangible assets that
have finite useful lives will continue to be amortized over their useful lives,
but without the constraint of an arbitrary forty-year ceiling. The Company will
adopt SFAS 142 effective July 1, 2001. The Company has not fully determined the
impact that this statement will have on its consolidated financial position or
results of operations; however, goodwill amortization for the year ended June
30, 2001 approximate $396,000 and will cease to be recorded beginning July 1,
2001.




                                      F-12
<PAGE>

Vendor income statement characterization of consideration paid to a retailer of
a vendor's products--Emerging Issues Task Force Issue 00-25 ("EITF 00-25"),
"Vendor Income Statement Characterization of Consideration Paid to a Retailer of
Vendor's Products" is effective for periods beginning after December 15, 2001.
EITF 00-25 requires that various forms of consideration from a vendor to a
retailer be classified as a reduction of revenue. EITF 00-25 also provides
certain criteria to classify various forms of consideration as expense if the
vendor receives a benefit from the retailer. Management believes the adoption of
EITF 00-25 will not have a material effect on the consolidated financial
statements.

RECLASSIFICATIONS - Certain amounts for the years ended June 30, 2000 and 1999
have been reclassified to conform with the current year presentation.

NOTE 4 - INVESTMENT IN 50% OWNED INVESTEES

Combined summarized financial information for Design Trends and PHI, is as
follows for the year ended:

<Table>
<Caption>
                               June 30
                               -----------------------------------------------
                               2001             2000              1999
                               ------------     ------------      ------------
<S>                            <C>              <C>               <C>
Net sales                      $ 21,107,000     $  9,794,000      $  8,626,000
Gross profit                      6,714,000        3,682,000         2,999,000
Income before income taxes        3,907,000        2,296,000         1,899,000
</Table>

<Table>
<Caption>
                               June 30
                               -----------------------------
                               2001             2000
                               ------------     ------------
<S>                            <C>              <C>
Accounts receivable - net      $  5,907,000     $  1,753,000
Inventory                         6,804,000        2,546,000
Total current assets             13,617,000        3,867,000
Total assets                     16,087,000        3,919,000
Revolving line of credit          1,800,000        2,000,000
Total current liabilities        14,345,000        3,995,000
Total liabilities                14,345,000        3,995,000
Total partner capital             1,742,000          (76,000)
</Table>

The Company received distributions of $1,160,000, $1,369,000, and $614,000, in
2001, 2000 and 1999 respectively, from these two 50% owned investees.

The Company's 50% owned investees operate in the form of partnerships and,
consequently, do not file federal income tax returns. Instead, the Company's
share of their income is reported in the Company's federal tax return.

NOTE 5 - REVOLVING LINE OF CREDIT

At June 30, 2001, the Company has a $20,000,000 line of credit with a financial
institution at an interest rate of prime less .5% (6.3% at June 30, 2001), of
which $18,800,000 was outstanding. The line of credit is due on demand; however,
if no demand is made, it is scheduled to mature November 30, 2001. This line of
credit is collateralized by inventory, accounts receivable and equipment of the
Company. The Company utilizes borrowings under this line of credit to partially
fund its working capital needs as well as the working capital needs of Design
Trends.

The line of credit contain certain financial covenants, which include tangible
net worth, funded debt to EBITDA ratio, capital expenditures and common stock
repurchases. The Company has complied with the covenants as of and for the year
ended June 30, 2001. Management believes that the Company will be able to renew
this line of credit or obtain similar funding from another institution upon
their maturity.






                                      F-13
<PAGE>

NOTE 6 - NOTE PAYABLE

Craftmade has a term loan to finance its home office and warehouse with an
original principal balance of $9,200,000. At June 30, 2001 the loan bears
interest at 8.302%. The loan is payable in equal monthly installments of
principal and interest of $100,378 with a final balloon payment of $4,371,135
when the loan matures on January 1, 2008. The loan is collateralized by the
building and land.

Scheduled maturities of the note payable are as follows (in thousands):

<Table>
<Caption>
Fiscal Year
-----------
<S>           <C>
2002          $  512
2003             555
2004             602
2005             654
2006             711
Thereafter     5,554
              ------
              $8,588
              ======
</Table>

NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS

During the first quarter of fiscal 2000, the Company entered into an interest
rate swap agreement, with a maturity of December 29, 2003, to manage its
exposure to interest rate movements by effectively converting a portion of its
long-term facility debt from fixed to variable rates. The notional amount of the
interest rate swap subject to variable rates as of June 30, 2001 was $2,951,000,
which decreases as payments are made on the long-term note payable. Under this
agreement, the Company has contracted to pay a variable rate equal to LIBOR plus
2.43% (which equaled 6.29% at June 30, 2001) and receive a fixed rate of 8.125%.
In accordance with the transition provisions of FAS 133, the Company recorded a
net-of-tax cumulative-effect-type adjustment of $28,000 in accumulated other
comprehensive income on the accompanying consolidated statement of changes in
stockholders' equity to recognize at fair value the interest rate swap agreement
which management designated as a cash-flow hedging instrument. As the critical
terms of the interest rate swap agreement and the interest-bearing debt are the
same the Company has assumed that there is no ineffectiveness in the hedge
relationship.

NOTE 8 - INCOME TAXES

Components of the provision for income taxes for the years ended June 30, 2001,
2000 and 1999 consist of the following:

<Table>
<Caption>
                                              2001                   2000                   1999
                                          ------------           ------------           ------------
                                                                (In thousands)
<S>                                       <C>                    <C>                    <C>
Current expense:
         Federal                          $      2,596           $      2,270           $      2,904
         State                                     147                    142                    188
         Foreign                                   211                    187                    225
                                          ------------           ------------           ------------
Total current expense                            2,954                  2,599                  3,317


Total deferred (benefit) expense                  (143)                   (16)                    19
                                          ------------           ------------           ------------

Provision for income taxes                $      2,811           $      2,583           $      3,336
                                          ============           ============           ============
</Table>


Deferred taxes are provided for temporary differences between the financial
reporting basis and the tax basis of the Company's assets and liabilities. The
temporary differences that give rise to deferred tax assets and liabilities at
June 30, 2001 and 2000 are as follows:





                                      F-14
<PAGE>
<Table>
<Caption>
                                               2001                   2000
                                             Restated               Restated
                                           ------------           ------------
                                                     (In thousands)
<S>                                        <C>                    <C>
Inventory                                  $        477           $        316
Accounts receivable reserves                         48                     77
Vendor program accruals                             316                    302
Vacation                                             67                     31
Investment in 50% owned investees                   125                     16
Other                                                72                     54
                                           ------------           ------------
   Total deferred tax assets                      1,105                    796
                                           ------------           ------------
Depreciation and amortization                      (183)                   (94)
Foreign taxes                                      (405)                  (328)
                                           ------------           ------------
   Total deferred tax liabilities                  (588)                  (422)
                                           ------------           ------------
                                           $        517           $        374
                                           ============           ============
</Table>

The differences between the Company's effective tax rate and the federal
statutory rate of 34% for the years ended June 30, 2001, 2000 and 1999 are as
follows:

<Table>
<Caption>
                                                        2001                   2000                   1999
                                                    ------------           ------------           ------------
                                                                          (In thousands)
<S>                                                 <C>                    <C>                    <C>
Tax at the statutory rate                           $      2,550           $      2,333           $      3,069
State income taxes, net of federal benefit                    60                     94                    124
Goodwill                                                     135                    140                    135
Other                                                         66                     16                      8
                                                    ------------           ------------           ------------
Provision for income taxes                          $      2,811           $      2,583           $      3,336
                                                    ============           ============           ============
Effective tax rate                                            38%                    38%                    37%
                                                    ============           ============           ============
</Table>

NOTE 9 - STOCKHOLDERS' EQUITY

STOCK OPTION PLANS

On October 27, 2000, the Company's stockholders approved the 1999 Stock Option
Plan ("1999 Plan") and 2000 Non-Employee Director Plan ("Non-Employee Plan"),
previously adopted by the Board of Directors on October 29, 1999 and February
16, 2000, respectively. The 1999 Plan and Non-Employee Plan allow a maximum of
300,000 and 75,000 shares, respectively, of the Company's common stock to be
issued. Options granted pursuant to the 1999 Plan will be designated as either
Incentive Stock Options ("ISOs") or Non-Qualified Stock

Options ("NQSOs"). Options granted pursuant to the Non-Employee Plan will be
designated as NQSOs. The 1999 Plan options vest at a rate of 20% on the grant
date and 20% for each successive year. The Non-Employee Plan options vest within
six months of the date of grant. Options may be exercised at any time once they
become vested, but not more than 10 years from the date of grant.

A summary of options issued under the above agreements is as follows:

<Table>
<Caption>
                                                            1999 Plan
                                   ----------------------------------------------------------
                                                     Weighted                     Weighted
                                                      Average       Exercise       Average
                                                     Exercise        Price        Remaining
                                      Shares          Price          Range           Life
                                   ------------    ------------   ------------   ------------
<S>                                <C>             <C>            <C>            <C>
Outstanding at beginning of year             --    $         --
Granted                                 200,000            6.75
Exercised                               (10,000)           6.75
                                   ------------    ------------   ------------   ------------
Outstanding at end of year              190,000    $       6.75   $       6.75            9.3
                                   ============    ============   ============   ============
Exercisable at end of year               30,000    $       6.75
                                   ============    ============   ============   ============


<Caption>
                                                      Non-Employee Plan
                                   ----------------------------------------------------------
                                                    Weighted                       Weighted
                                                     Average                        Average
                                                     Exercise      Exercise        Remaining
                                      Shares          Price       Price Range        Life
                                   ------------   ------------   -------------   ------------
<S>                                <C>            <C>            <C>             <C>
Outstanding at beginning of year             --   $         --
Granted                                   9,000           7.06
Exercised                                    --             --
                                   ------------   ------------   -------------   ------------
Outstanding at end of year                9,000   $       7.06   $6.56 - $7.56            9.5
                                   ============   ============   =============   ============
Exercisable at end of year                4,500   $       6.56
                                   ============   ============
</Table>


                                      F-15
<PAGE>

As the exercise price of certain of the option grants noted above was less than
fair market value on the date of grant the Company recorded deferred
compensation expense approximating $162,000. The deferred compensation expense
is recognized in the Company's results of operations in accordance with the
vesting terms of the applicable plan.

Had compensation cost for the Company's stock option plans been determined based
on the fair value at grant date of options in fiscal 2001 in accordance with the
provisions of FAS 123, "Accounting for Stock-Based Compensation", the Company's
net income and diluted earnings per common share would have been adjusted to the
pro forma amounts indicated below (in thousands, except per share amounts):

<Table>
<Caption>
                                                         Fiscal 2001
                                                        ------------
<S>                                                     <C>
Net income, as reported                                 $      4,687
Net income, pro forma                                   $      4,547
Diluted earnings per common share, as reported          $        .79
Diluted earnings per common share, pro forma            $        .77
</Table>

The fair value of each option grant is calculated on the date of grant using the
Black-Scholes option pricing model based upon the following weighted-average
assumptions:

<Table>
<Caption>
                                  Fiscal 2001
                                 ------------
<S>                              <C>
Expected volatility                        58%
Risk-free interest rate                   5.8%
Expected lives                       10 years
Dividend Yield                              0%
</Table>

The weighted average fair value of options granted during fiscal 2001 with an
exercise price less than fair market value on the grant date was $5.00. The
weighted average fair value of options granted during fiscal 2001 with an
exercise equal to fair market value on the grant date was $5.71.

STOCK REPURCHASE

During the year ended June 30, 1999, the Company's Board of Directors authorized
the Company's management to repurchase up to 2,350,000 shares of the Company's
outstanding common stock. At June 30, 2001, the Company had repurchased
1,689,300 shares at an aggregate cost of $15,119,000 of which 313,300 shares at
an aggregate cost of $2,559,000 were purchased in fiscal 2001.

STOCKHOLDER RIGHTS PLAN

On June 23, 1999, the Company declared a dividend of one Preferred Share
Purchase Right ("Right") on each outstanding share of the Company's common
stock. The dividend distribution was made on July 19, 1999 to stockholders of
record on that date. The Rights become exercisable if a person or group acquires
15% or more of the Company's common stock or announces its intent to do so. Each
Right will entitle stockholders to buy one one-thousandth of a share of Series A
Preferred Stock, $1.00 par value per share, at an exercise price of $48. When
the Rights become exercisable, the holder of each Right (other than the
acquiring person or members of such group) is entitled (1) to purchase, at the
Right's then current exercise price, a number of the acquiring company's common
shares having a market value of twice such price, (2) to purchase, at the
Right's then current exercise price, a number of the Company's common shares
having a market value of twice such price, or (3) at the option of the Company,
to exchange the Rights (other than Rights owned by such person or group), in
whole or in part, at an exchange ratio of one-half share of common stock (or
one-thousandth of a share of the Series A Preferred Stock) per Right. The Rights
may be redeemed for $.001 each by the Company at any time prior to acquisition
by a person (or group) of beneficial ownership of 15% or more of the Company's
common stock. The Rights will expire on June 23, 2009.



                                      F-16
<PAGE>
NOTE 10 - EARNINGS PER SHARE

The following is a reconciliation of the numerator and denominator used in the
basic and diluted EPS calculations:

<Table>
<Caption>
                                                  FOR THE YEARS ENDED JUNE 30,
                                   --------------------------------------------------------
                                       2001                  2000                  1999
                                   ------------          ------------          ------------
                                            (In thousands, except per share data)
<S>                                <C>                   <C>                   <C>
Basic and diluted EPS:

Numerator: net income              $      4,687          $      4,280          $      5,689
                                   ------------          ------------          ------------
Basic denominator:
Common shares outstanding                 5,933                 6,781                 7,523
                                   ------------          ------------          ------------

Basic EPS:                         $        .79          $        .63          $        .76
                                   ============          ============          ============

Diluted denominator:
Common shares outstanding                 5,933                 6,781                 7,523
Options                                       9                    --                    12
                                   ------------          ------------          ------------

Total shares                              5,942                 6,781                 7,535
                                   ------------          ------------          ------------

Diluted EPS:                       $        .79          $        .63          $        .76
                                   ============          ============          ============
</Table>


NOTE 11 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include cash, receivables, accounts and
commissions payable, accrued liabilities and amounts outstanding under various
debt agreements. Management believes the fair values of these instruments
approximate the related carrying values as of June 30, 2001 because of their
short-term nature, recent renegotiations and/or variable interest rates.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

PHI had $3,000,000 available under its line of credit, of which $1,800,000 had
been utilized. Craftmade is the guarantor on this line of credit.

The Company leases various equipment and real estate under non-cancelable
operating lease agreements which require future cash payments. The Company
incurred rental expense under its operating lease agreements of $306,000,
$269,000, and $249,000 for the years ended June 30, 2001, 2000, and 1999,
respectively. Future minimum lease payments under noncancelable operating leases
as of June 30, 2001 are as follows (in thousands):

<Table>
<Caption>
Fiscal Year
-----------
<S>                     <C>
2002                    $242
2003                      98
2004                      53
----                    ----
                        $393
                        ====
</Table>

TSI leases office space from an employee of TSI, who previously had been a
principal stockholder of TSI's predecessor company. This lease is for $7,500 per
month and expires June 30, 2002.

From time to time the Company is involved in certain legal actions and claims
arising in the ordinary course of business. It is the opinion of management
based on the advice of legal counsel and after consideration of the Company's
insurance coverage that there is no such litigation or claim that when resolved
will have a material effect on the Company's financial position or results of
operations.





                                      F-17
<PAGE>

NOTE 13 - 401(k) DEFINED CONTRIBUTION PLAN

The Company has a qualified 401(k) defined contribution plan which covers
substantially all full-time employees who have met certain eligibility
requirements. Employees are allowed to tax defer the lesser of 10% of their
annual compensation or $10,500. The Company will match one-half of the
participant's contributions up to 6% of their annual compensation. The Company's
matching contribution for the years ended June 30, 2001, 2000, and 1999
aggregated approximately $96,000, $92,000, and $54,000 respectively.

NOTE 14 - MAJOR SUPPLIER AND RELATED PARTY

On December 7, 1989, Craftmade and its major Supplier (the "Supplier") entered
into a written agreement, terminable on 180 days prior notice, pursuant to which
the Supplier has agreed to manufacture ceiling fans for Craftmade. The Supplier
provides substantially all of Craftmade's ceiling fans and accessories. The
Supplier is permitted under the arrangement to manufacture ceiling fans for
other distribution provided such ceiling fans are not a replication of the
Craftmade series or models.

Fans and accessories manufactured and sold to Craftmade by the Supplier account
for approximately 61%, 71% and 87% of Craftmade's purchases (34%, 42% and 47% of
consolidated purchases) during the years ended June 30, 2001, 2000 and 1999,
respectively. As of June 30, 2001, the Supplier owned 227,691 shares of the
Company's common stock, representing 3.9% of outstanding common stock. The
Company, at its option, may repurchase the shares for an aggregate purchase
price of $138,000. At June 30, 2001 and 2000 the fair value of the option
approximated $2,551,000 and $1,537,000, respectively.

NOTE 15 - SEGMENT INFORMATION

The Company presents two reportable segments, Craftmade and TSI. The accounting
policies of the segments are the same as those described in Note 2 - Summary of
Significant Accounting Policies. The Company evaluates the performance of its
segments and allocates resources to them based on their operating profit and
loss and cash flows.

The Company is organized on a combination of product type and customer base. The
Craftmade segment primarily derives its revenue from home furnishings including
ceiling fans, light kits, bathstrip lighting and lamps offered through lighting
showrooms, certain retail chains and catalog houses. The TSI segment derives its
revenue from lighting, fan accessories and select ceiling fans marketed solely
to mass merchandisers.



                                      F-18
<PAGE>


NOTE 15 - SEGMENT INFORMATION

The following table presents information about the reportable segments (in
thousands):

<Table>
<Caption>
                                                    CRAFTMADE                 TSI                  TOTAL
                                                     RESTATED              RESTATED               RESTATED
                                                   ------------          ------------           ------------
<S>                                                <C>                   <C>                    <C>
For the year ended June 30, 2001:
Net sales to external customers                    $     48,514          $     22,593           $     71,107

Operating profit                                          6,707                   539                  7,246

Net interest expense                                      1,951                  (165)                 1,786

Equity in earnings of 50% owned investees                    --                 2,038                  2,038

Provision for income taxes                                1,675                 1,136                  2,811

Depreciation and amortization                               383                   516                    899

Assets                                                   32,397                19,964                 52,361

For the year ended June 30, 2000:
Net sales to external customers                    $     50,560          $     24,538           $     75,098

Operating profit                                          7,408                  (202)                 7,206

Net interest expense                                      1,519                   (25)                 1,494

Equity in earnings of 50% owned investees                    --                 1,151                  1,151

Provision for income taxes                                2,099                   484                  2,583

Depreciation and amortization                               381                   486                    867

Assets                                                   29,678                16,862                 46,540

For the year ended June 30, 1999:
Net sales to external customers                    $     47,726          $     27,933           $     75,659

Operating profit                                          8,033                 1,197                  9,230

Net interest expense                                       1180                   (26)                 1,154

Equity in earnings of 50% owned investees                    --                   949                    949

Provision for income taxes                                2,414                   922                  3,336

Depreciation and amortization                               350                   448                    798

Assets                                                   30,301                13,877                 44,178
</Table>

The following is sales information by geographic area for the years ended June
30, 2001, 2000 and 1999 (in thousands):

<Table>
<Caption>
                           2001                  2000                  1999
                       ------------          ------------          ------------
<S>                    <C>                   <C>                   <C>
United States                66,997                68,738                66,396
Hong Kong                     4,110                 6,360                 9,263
                       ============          ============          ============
                             71,107                75,098                75,659
</Table>


Long-lived assets totaled approximately $9,670,000 and $9,412,000 at June 30,
2001 and 2000, respectively. Approximately $36,000 and $73,000 of the long-lived
assets at June 30, 2001 and 2000, respectively, are located in Hong Kong.






                                      F-19
<PAGE>

NOTE 16 - QUARTERLY DATA

The Company's product sales, particularly ceiling fans, are somewhat seasonal
sales in the warmer first and fourth quarters being historically higher than in
the two other fiscal quarters. The Company's management anticipates that this
effect will be offset to some degree by sales of portable lamps which are
expected to be stronger in the second and third fiscal quarters as a result of
fewer daylight hours.

The following table contains information derived from unaudited financial
statements of the Company. In the opinion of the Company's management, the
information includes all adjustments necessary for fair presentation of the
results. The results of a particular quarter are not necessarily indicative of
the results that might be achieved for a full fiscal year.


<Table>
<Caption>
                                                           FISCAL 2001                             FISCAL 2000

                                                           Fiscal 2001                             Fiscal 2000
                                             --------------------------------------  --------------------------------------
                                              First     Second    Third     Fourth    First     Second    Third     Fourth
                                             Quarter   Quarter   Quarter   Quarter   Quarter   Quarter   Quarter   Quarter
                                             Restated  Restated  Restated  Restated  Restated  Restated  Restated  Restated
                                             --------  --------  --------  --------  --------  --------  --------  --------
(In thousands, except per share data)

<S>                                          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Statements of income data (a):

Net Sales                                    $ 20,872  $ 14,956  $ 15,468  $ 19,811  $ 19,054  $ 16,475  $ 17,492  $ 22,077
Gross Profit (a)                                6,153     5,061     4,959     6,207     6,018     4,897     4,318     6,795
Operating Profit                                2,395     1,467     1,175     2,209     2,404     1,557       676     2,569
Net Income                                      1,424       801       680     1,782     1,562       908       391     1,419
Diluted common shares outstanding            $   0.24  $   0.14  $   0.12  $   0.30  $   0.22  $   0.13  $   0.06  $   0.21
Basic and diluted earnings per common share     6,056     5,916     5,891     5,825     7,250     6,937     6,671     6,671
</Table>


(a)  Reflects accounting reclassifications in accordance with adopting the
     provisions of Emerging Issues Task Force No. 00-10, "Accounting for
     Shipping and Handling Fees and Costs" and EITF 00-25, "Vendor Income
     Statement Characterization of Consideration Paid to a Retailer of Vendor's
     Products".










                                      F-20
<PAGE>



               CRAFTMADE INTERNATIONAL, INC. AND ITS SUBSIDIARIES
                                   SCHEDULE II
                                    RESTATED

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


<Table>
<Caption>
                                                                      Additions
                                                       -------------------------------------
                                        Balance at            (1)                (2)                                Balance at
                                       beginning of    Charged to costs   Charged to other      Deductions            end of
Description                              period           and expense    accounts (describe)  (describe) (a)          period
--------------------------------     --------------    ----------------  -------------------  --------------      --------------

<S>                                  <C>                <C>                <C>                <C>                 <C>
Allowance for doubtful accounts:
   For the years ended:
          June 30, 2001              $          236     $          118     $           --               (204)     $          150
          June 30, 2000                         565                113                 --               (442)                236
          June 30, 1999                         200                565                 --               (200)                565
</Table>



(a)   Reduction of the allowance for doubtful accounts associated with the
      write-off of certain uncollectible accounts receivable balances.













                                      F-21
<PAGE>



                                  EXHIBIT INDEX

<Table>
<Caption>
       EXHIBIT
         NO.                DESCRIPTION
       -------              -----------

<S>               <C>
         3.1    - Certificate of Incorporation of the Company, filed as
                  Exhibit 3 (a) (2) to the Company's Post Effective Amendment
                  No. 1 to Form S-18 (File No. 33-33594-FW) and incorporated by
                  reference herein.

         3.2    - Certificate of Amendment of Certificate of Incorporation of
                  the Company, dated March 24, 1992 and filed as Exhibit 4.2 to
                  the Company's Form S-8 (File No. 333-44337) and incorporated
                  by reference herein.

         3.3    - Amended and Restated Bylaws of the Company, filed as Exhibit
                  3 (b) (2) to the Company's Post Effective Amendment No. 1 to
                  Form S-8 (File No. 33-33594-FW) and incorporated by reference
                  herein.

         4.1    - Specimen Common Stock Certificate, filed as Exhibit 4.4 to
                  the Company's Registration Statement on Form S-3 (File No.
                  333-70823) and incorporated by reference herein.

         4.2    - Rights Agreement, dated as of June 23, 1999, between
                  Craftmade International, Inc. and Harris Trust and Savings
                  Bank, as Rights Agent, previously filed as an exhibit to Form
                  8-K dated July 9, 1999 (File No. 000-26667) and incorporated
                  by reference herein.

         10.1   - Earnest Money contract and Design/Build Agreement dated May
                  8, 1995, between MEPC Quorum Properties II, Inc. and Craftmade
                  International, Inc. (including exhibits), previously filed as
                  an exhibit in Form 10Q for the quarter ended December 31,
                  1995, and herein incorporated by reference.

         10.2   - Assignment of Rents and Leases dated December 21, 1995,
                  between Craftmade International, Inc. and Allianz Life
                  Insurance Company of North America (including exhibits),
                  previously filed as an exhibit in Form 10Q for the quarter
                  ended December 31, 1995, and herein incorporated by reference.

         10.3   - Deed of Trust, Mortgage and Security Agreement made by
                  Craftmade International, Inc., dated December 21, 1995, to
                  Patrick M. Arnold, as trustee for the benefit of Allianz Life
                  Insurance Company of North America (including exhibits),
                  previously filed as an exhibit in Form 10Q for the quarter
                  ended December 31, 1995, and herein incorporated by reference.

         10.4   - Second Amended and Restated Credit Agreement dated November
                  14, 1995, among Craftmade International, Inc., Nations Bank of
                  Texas, N.A., as Agent and the Lenders defined therein
                  (including exhibits), previously filed as an exhibit in Form
                  10Q for the quarter ended December 31, 1995, and herein
                  incorporated by reference.

         10.5   - Lease Agreement dated November 30, 1995, between Craftmade
                  International, Inc. and TSI Prime, Inc., previously filed as
                  an exhibit in Form 10Q for the quarter ended December 31,
                  1995, and herein incorporated by reference.

         10.6   - Revolving credit facility with Texas Commerce Bank,
                  previously filed as an exhibit in Form 10K for the year ended
                  June 30, 1996, and herein incorporated by reference.

         10.7   - Agreement and Plan of Merger, dated as of July 1, 1998, by
                  and among Craftmade International, Inc., Trade Source
                  International, Inc. a Delaware corporation, Neall and Leslie
                  Humphrey, John DeBlois, the Wiley Family Trust, James
                  Bezzerides, the Bezzco Inc. Employee Retirement Trust and
                  Trade Source International, Inc, a California corporation,
                  filed as Exhibit 2.1 to the Company's Current Report on Form
                  8-K filed July 15, 1998 (File No. 33-33594-FW) and herein
                  incorporated by reference.

         10.8   - Voting Agreement, dated July 1, 1998, by and among James R.
                  Ridings, Neall Humphrey and John DeBlois, filed as Exhibit 2.1
                  to the Company's Current Report on Form 8-K filed July 15,
                  1998 (File No. 33-33594-FW) and herein incorporated by
                  reference.
</Table>


                                      F-22
<PAGE>




<Table>
<S>               <C>
         10.9   - Third Amendment to Credit Agreement, dated July 1, 1998, by
                  and among Craftmade International, Inc., a Delaware
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, Chase Bank of Texas, National Association
                  (formerly named Texas Commerce Bank, National Association) and
                  Frost National Bank (formerly named Overton Bank and Trust),
                  filed as Exhibit 2.1 to the Company's Current Report on

                  Form 8-K filed July 15, 1998 (File No. 33-33594-FW) and herein
                  incorporated by reference.

         10.10  - Consent to Merger by Chase Bank of Texas, National
                  Association and Frost National Bank, filed as Exhibit 2.1 to
                  the Company's Current Report on Form 8-K filed July 15, 1998
                  (File No. 33-33594-FW) and herein incorporated by reference.

         10.11  - Employment Agreement, dated July 1, 1998, by and among
                  Craftmade International, Inc., Trade Source International,
                  Inc., a Delaware corporation and Neall Humphrey, filed as
                  Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                  July 15, 1998 (File No. 33-33594-FW) and herein incorporated
                  by reference.

         10.12  - Employment Agreement, dated July 1, 1998, by and among
                  Craftmade International, Inc., Trade Source International,
                  Inc., a Delaware corporation and Leslie Humphrey, filed as
                  Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                  July 15, 1998 (File No. 33-33594-FW) and herein incorporated
                  by reference.

         10.13  - Employment Agreement, dated July 1, 1998, by and among
                  Craftmade International, Inc., Trade Source International,
                  Inc., a Delaware corporation and John DeBlois, filed as
                  Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                  July 15, 1998 (File No. 33-33594-FW) and herein incorporated
                  by reference.

         10.14  - Employment Agreement, dated July 1, 1998, by and among
                  Craftmade International, Inc., Trade Source International,
                  Inc., a Delaware corporation Neall an Leslie Humphrey and John
                  DeBlois, filed as Exhibit 2.1 to the Company's Current Report
                  on Form 8-K filed July 15, 1998 (File No. 33-33594-FW) and
                  herein incorporated by reference.

         10.15  - ISDA Master Agreement and Schedule, dated June 17, 1999, by
                  and among Chase Bank of Texas, National Association, Craftmade
                  International, Inc., Durocraft International, Inc. and Trade
                  Source International, Inc., filed as Exhibit 10.15 to the
                  Company's Quarterly Report on Form 10Q filed November 12, 1999
                  (File No. 000-26667) and herein incorporated by reference.

         10.16  - Confirmation under ISDA Master Agreement, dated July 23,
                  1999, from Chase Bank of Texas, National Association to
                  Craftmade International, Inc., filed as Exhibit 10.16 to the
                  Company's Quarterly Report on Form 10Q filed November 12, 1999
                  (File No. 000-26667) and herein incorporated by reference.

         10.17  - Fourth Amendment to Credit Agreement, dated April 2, 1999,
                  by and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc. a Texas
                  corporation, Trade Source International, a Delaware
                  corporation, Chase Bank of Texas, National Association and
                  Frost National Bank, filed as Exhibit 10.17 to the Company's
                  Quarterly Report on Form 10-Q filed May 15, 2000 (File No.
                  000-26667) and herein incorporated by reference.

         10.18  - Letter Agreement Concerning Fifth Amendment to Credit
                  Agreement, dated August 11, 1999, from Chase Bank of Texas,
                  N.A. and Frost National Bank to Craftmade International, Inc.,
                  Durocraft International Inc., Trade Source International,
                  Inc., and C/D/R Incorporated, filed as Exhibit 10.18 to the
                  Company's Quarterly Report on Form 10-Q filed May 15, 2000
                  (File No. 000-26667) and herein incorporated by reference.

         10.19  - Sixth Amendment to Credit Agreement, dated November 12,
                  1999, by and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc., a Texas
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, C/D/R Incorporated, a Delaware corporation, Chase
                  Bank of Texas, National Association and Frost National Bank,
                  filed as Exhibit 10.19 to the Company's Quarterly Report on
                  Form 10-Q filed May 15, 2000 (File No. 000-26667) and herein
                  incorporated by reference.

         10.20  - Employment Agreement dated October 25, 1999, between Kathy
                  Oher and Craftmade International, Inc., filed as Exhibit
                  10.20 to the Company's Annual Report on Form 10-K filed
                  September 26, 2000 (File No. 000-26667) and herein
                  incorporated by reference.

         10.21  - Seventh Amendment to Credit Agreement dated May 12, 2000, by
                  and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc., a Texas
                  corporation, Trade Source International, Inc.,
</Table>



                                      F-23
<PAGE>


<Table>
<S>               <C>
                  a Delaware corporation, C/D/R Incorporated, a Delaware
                  corporation, Chase Bank of Texas, National Association and
                  Frost National Bank, filed as Exhibit 10.21 to the Company's
                  Annual Report on Form 10-K filed September 26, 2000 (File No.
                  000-26667) and herein incorporated by reference.

         10.22  - Craftmade International, Inc. 1999 Stock Option Plan, filed
                  as Exhibit A to the Company's Proxy Statement on Schedule 14A
                  filed October 4, 2000 (File No. 000-26667) and herein
                  incorporated by reference.

         10.23  - Craftmade International, Inc. 2000 Non-Employee Director
                  Stock Plan, filed as Exhibit B to the Company's Proxy
                  Statement on Schedule 14A filed October 4, 2000 (File No.
                  000-26667) and herein incorporated by reference.

         10.24  - Eighth Amendment to Credit Agreement dated February 12,
                  2001, by and among Craftmade International, Inc., a Delaware
                  corporation, Durocraft International, Inc., a Texas
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, Design Trends, LLC, a Delaware limited liability
                  company, C/D/R Incorporated, a Delaware corporation, The Chase
                  Manhattan Bank and The Frost National Bank, filed as Exhibit
                  10.24 to the Company's Quarterly Report on Form 10-Q filed May
                  14, 2001 (File No. 000-2667) and herein incorporated by
                  reference.

         10.25  - Ninth Amendment to Credit Agreement dated June 29, 2001, by
                  and among Craftmade International, Inc. a Delaware
                  corporation, Durocraft International, Inc., a Texas
                  corporation, Trade Source International, Inc., a Delaware
                  corporation, Design Trends, LLC, a Delaware limited liability
                  company, C/D/R Incorporated, a Delaware corporation, The Chase
                  Manhattan Bank and The Frost National Bank, filed as Exhibit
                  10.25 to the Company's Annual Report on Form 10-K filed
                  September 26, 2001 (File No. 000-26667) and herein
                  incorporated by reference.

         21*    - Subsidiaries of the Registrant.
</Table>



*Previously Filed





                                      F-24