<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                   FORM 10-K/A
                                (Amendment No. 1)

              [ X ] Annual Report under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2002

             [ ] Transition Report under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

       For the transition period from ________________ to ________________

                         Commission file number: 0-24608

                               -------------------

                               FOTOBALL USA, INC.
                  ---------------------------------------------
                 (Name of small business issuer in its charter)

         Delaware                                                33-0614889
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                   6740 Cobra Way, San Diego, California 92121
               -----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (858) 909-9900

                                 ---------------

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.01 par value
                         Preferred Stock Purchase Right

         Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.                                                          Yes  X    No
                                                                   ---      ---

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form and no disclosure will 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.                                         [ ]

         Indicate by check mark whether the registrant is an accelerated filer
(as described in Rule 12b-2 of the Act).                       Yes       No  X
                                                                   ---      ---

         The aggregate market value of the Registrant's Common Stock held by
non-affiliates, computed by reference to the close price of such stock, as of
June 28, 2002, was $14,717,017.

         As of March 14, 2003, the Registrant's had 3,651,501 shares of Common
Stock issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         None.



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                                EXPLANATORY NOTE

         This Amendment No. 1 has been filed by Fotoball USA, Inc. (the
"Company") for the purpose of amending the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 to include an independent auditor's
report from KPMG LLP ("KPMG") for the statements of operations, stockholders'
equity, and cash flows of the Company for the year ended December 31, 2000 and
the financial statement schedule as listed in the index referred to in Item 8
below (the "Statements") and to provide an Exhibit 23.3 Consent of KPMG,
independent public accountant.

         The Statements were originally audited by Hollander & Lumer, LLP
("HLC"). The Company has been informed by the Securities and Exchange Commission
("SEC") that since HLC is no longer a practicing independent public accounting
firm, HLC is unable to re-sign the independent auditor's report issued on the
Statements or issue a consent to incorporate by reference the independent
auditor's report issued on the Statements. The SEC has also informed the Company
that it needed to have the Statements re-audited to be able to include them in
its Annual Report as audited financial statements.

         The Company engaged KPMG to re-audit the Statements and issue an
independent auditor's report and issue a consent to incorporate by reference the
new independent auditor's report. The engagement of KPMG was approved by the
Company's Audit Committee.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Reference is made to the Financial Statements referred to in the index
to Financial Statements and Supplemental Data of Fotoball USA, Inc. contained in
the Company's Annual Report on Form 10-K, together with the independent
auditors' reports for the statements of operations, stockholders' equity, and
cash flows of the Company for the years ended December 31, 2001 and 2002
included therein and to the independent auditor's report for the Statements
included herein.

                                   SIGNATURES
                                   ----------

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                              Fotoball USA, Inc.
                                             ---------------------
                                                 (Registrant)


Dated: November 20, 2003      By:  /s/ Thomas R. Hillebrandt
                                   -------------------------
                                   Thomas R. Hillebrandt
                                   Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)




                                       2
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                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------





To the Board of Directors and Stockholders
Fotoball USA, Inc.

We have audited the statements of operations, stockholders' equity, and cash
flows of Fotoball USA, Inc. (the Company) for the year ended December 31, 2000.
In connection with our audit of the aforementioned 2000 financial statements, we
also have audited the 2000 financial statement schedule as listed in the
accompanying index. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the 2000 financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Fotoball
USA, Inc. for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America. Also in our
opinion, the related 2000 financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.



/s/ KPMG LLP
---------------------
KPMG LLP
San Diego, California
November 14, 2003



                                      F-3
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FOTOBALL USA, INC.


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER       DESCRIPTION
-------      -----------

23.3         Consent of KPMG LLP, independent public accountants.

31.1         Certifications Pursuant To Rule 13a-14, as Adopted Pursuant to
             Section 302 of the Sarbanes-Oxley Act Of 2002

32.1         Certifications  Pursuant To 18 U.S.C.  Section 1350, as Adopted
             Pursuant to Section 906 of the  Sarbanes-Oxley Act Of 2002