<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                  FORM 10-KSB/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, 2000

      [ ] 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 during the past 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-B 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-KSB
or any amendment to this Form 10-KSB. [X]

                  The Issuer's revenues for the fiscal year ended December 31,
2000 were $26,929,331.

         The aggregate market value of the Issuer's Common Stock held by
non-affiliates, computed by reference to the average bid and ask prices of such
stock, as of March 31, 2001, was $4,131,066.

         As of March 31, 2001, the Company had 3,579,032 shares of Common Stock
issued and outstanding.


<PAGE>


         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-KSB
for the fiscal year ended December 31, 2000 to provide information required by
Items 10, 11 and 12 of Part III of Form 10-KSB.

                                    PART III

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following table shows, for the fiscal years ended December 31,
1998, 1999 and 2000, the compensation paid by the Company, as well as certain
other compensation paid or accrued for those years, to Michael Favish, the
Company's President and Chief Executive Officer, Carl E. Francis, the Company's
Senior Vice President of Sales and Marketing, and Steven B. Katzke, the
Company's Vice President, Specialty Sales and Marketing (the "Named
Executives"). No other person who served as an executive officer of the Company
received salary and bonus in excess of $100,000 during the fiscal year ended
December 31, 2000.

-------------------------------------------------------------------------------
                           SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             LONG-TERM
                                          ANNUAL COMPENSATION               COMPENSATION
                             -------------------------------------------  ----------------
    Name and
Principal Position            Year   Salary ($)   Bonus ($)   Other ($)      Options (#)
------------------------------------------------------------------------  ----------------
<S>                           <C>     <C>         <C>         <C>         <C>
Michael Favish                2000    210,000           -     19,746 (1)            0
President and Chief           1999    190,000      47,000     22,070 (2)        7,000
Executive Officer             1998    165,000      20,000                      10,000

Carl E. Francis               2000    100,000      20,000      3,924 (3)            0
Senior Vice President,        1999     88,000      47,000          0            5,000
Sales and Marketing           1998     80,000      40,000          0           20,000

Steven B. Katzke              2000     90,000      20,000      3,000 (4)            0
Vice President, Specialty     1999     75,000      75,000          0            5,000
Sales and Marketing           1998     60,000      37,000          0           20,000
</TABLE>


(1)  Includes $9,000 for reimbursement of automobile expenses, $8,000 for
     disability insurance coverage and $2,746 for health insurance coverage.

(2)  Includes $9,000 for reimbursement of automobile expenses, $7,700 for
     disability insurance coverage and $5,370 for health insurance coverage.

(3)  Includes $3,000 for reimbursement of automobile expenses, and $924 for
     health insurance coverage.

(4)  Includes $3,000 for reimbursement of automobile expenses.


STOCK OPTIONS

         No Stock Options were granted to the Named Executives in 2000.



                                       2

<PAGE>



OPTION HOLDINGS

         The following table sets forth stock options exercised by the Named
Executives during 2000 and unexercised options held by the Named Executives as
of the end of 2000.

--------------------------------------------------------------------------------
                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                           AND YEAR-END OPTION VALUES
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          SECURITIES UNDERLYING              VALUE OF UNEXERCISED IN-THE-
                            SHARES       VALUE            UNEXERCISED OPTIONS AT                   MONEY OPTIONS AT
                           EXERCISED    REALIZED            12/31/00 (#) (1)                       12/31/00 ($) (2)
NAME                         (#)          ($)          EXERCISABLE   UNEXERCISABLE         EXERCISABLE      UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>         <C>                <C>                   <C>                 <C>
Michael Favish                   0            0           119,000            8,000                 $0                  $0
Carl E. Francis                  0            0            30,000           10,000                 $0                  $0
Steven B. Katzke             6,666     $ 21,575             8,334           10,000                 $0                  $0
</TABLE>

(1)  This represents the total number of shares subject to stock options held by
     the Named Executives as of December 31, 2000. These options were granted on
     various dates during the years 1994 through 2000.
(2)  Based on the $1.13 closing price of the Company's Common Stock on the
     Nasdaq National Market on December 29, 2000.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

         The Company is party to an employment agreement (the "Favish
Agreement") with Michael Favish, which provides that Mr. Favish will serve as
President and Chief Executive Officer for a three-year term commencing on August
10, 1999. Mr. Favish's annual base salary was $190,000 during 1999, $210,000
during 2000 and was increased to $230,000 for 2001, with annual increases at the
discretion of the compensation committee. Mr. Favish is also entitled to a bonus
at the discretion of the compensation committee and will be granted options,
vesting over a three-year period, to purchase not less than 10,000 shares of
Common Stock per year at a per share exercise price equal to the then-current
fair market value. During 1999, Mr. Favish waived his right to receive options
to purchase 3,000 shares of Common Stock and received options to purchase 7,000
shares of Common Stock, pursuant to the Favish Agreement. During 2000, Mr.
Favish waived his right to receive options to purchase 10,000 shares of Common
Stock, pursuant to the Favish Agreement.

         The Favish Agreement also provides that Mr. Favish will not engage in a
business which competes with the Company for the term of the Favish Agreement
and for one year thereafter. In the event that Mr. Favish's employment is
terminated as a result of a Constructive Termination (as defined in the Favish
Agreement), the Favish Agreement provides that the Company will pay Mr. Favish
the base salary and bonus compensation payable to Mr. Favish for a period equal
to the greater of (i) the remainder of the term of the Favish Agreement or (ii)
one year. In the event that Mr. Favish's employment is terminated following a
Change in Control of the Company (as defined in the Favish Agreement), the
Favish Agreement provides that the Company will pay Mr. Favish a termination and
non-competition payment equal to the greater of (i) the base salary and bonus
compensation payable to Mr. Favish through the remainder of the term of the
Favish Agreement or (ii) 2.99 times Mr. Favish's base salary and bonus
compensation for the calendar year prior to such termination.



                                       3

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of March 31, 2001
with respect to the Common Stock of the Company beneficially owned by (a) all
persons known to the Company to own beneficially more than 5% of any class of
voting security of the Company, (b) all directors and nominees, (c) the Named
Executives (as defined under the caption "Executive Compensation") and (d) all
executive officers and directors of the Company as a group.

--------------------------------------------------------------------------------
                         SUMMARY OF BENEFICIAL OWNERSHIP
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   AMOUNT OF
                                                                   BENEFICIAL            % OF STOCK
NAME                      ADDRESS                                 OWNERSHIP (1)         OWNERSHIP (1)
------------------------------------------------------------------------------------------------------
<S>                       <C>                                      <C>                      <C>
Michael Favish            6740 Cobra Way                           551,752 (2)                15.4%
                          San Diego, CA 92121
Salvatore T. DiMascio     22951 Aegean Sea Drive                    12,000 (3)                  *
                          Monarch Beach, CA 92629
Nicholas A. Giordano      1755 Governor's Way                       22,500 (4)                  *
                          Blue Bell, PA 19422
Joel K. Rubenstein        1071 Camelback Street, Suite 111          25,000 (5)                  *
                          Newport Beach, CA 92660
John J. Shea              15 Woodgate Drive                         24,000 (6)                  *
                          Burr Ridge, IL 60521
Carl E. Francis           6740 Cobra Way                            30,500 (7)                  *
                          San Diego, CA 92121
Steven B. Katzke          6740 Cobra Way                             9,030 (8)                  *
                          San Diego, CA 92121
All officers and directors as a group (10 persons)                 724,645                    20.2%
</TABLE>

         *Less than 1%.

(1)      This table identifies persons and entities having sole voting and/or
         investment power with respect to the shares set forth opposite their
         names as of March 31, 2001, according to information furnished to the
         Company by each of them. A person is deemed to be the beneficial owner
         of securities that can be acquired by such person within 60 days from
         March 31, 2001 upon the conversion of convertible securities or the
         exercise of warrants or options. Percent of Common Stock ownership is
         based on 3,579,032 shares of Common Stock outstanding, and assumes that
         in each case the person or entity only, or the group only, exercised
         his or its rights to purchase all shares of Common Stock underlying
         stock options and warrants.

(2)      Includes 110,000, 6,667, and 2,333 shares of Common Stock issuable upon
         exercise of currently exercisable options at per share exercise prices
         of $1.69, $2.69 and $6.63, respectively.

(3)      Includes 5,000 and 5,000 shares of Common Stock issuable upon exercise
         of currently exercisable options at per share exercise prices of $4.75
         and $4.00, respectively.

(4)      Includes 5,000, 5,000 and 5,000 shares of Common Stock issuable upon
         exercise of currently exercisable options at per share exercise prices
         of $2.38, $4.75 and $4.00, respectively.

(5)      Includes 7,500, 5,000, 5,000 and 5,000 shares of Common Stock issuable
         upon exercise of currently exercisable options at per share exercise
         prices of $1.69, $2.38, $4.75, and $4.00, respectively.

(6)      Includes 5,000 and 5,000 shares of Common Stock issuable upon exercise
         of currently exercisable options at per share exercise prices of $4.84
         and $4.00, respectively.

(7)      Includes 25,000, 3,333 and 1,667 shares of Common Stock issuable upon
         exercise of currently exercisable options at per share exercise prices
         of $1.69, $2.69 and $6.63, respectively.



                                       4

<PAGE>

(8)      Includes 5,000, 1,667 and 1,667 shares of Common Stock issuable upon
         exercise of currently exercisable options at per share exercise prices
         of $1.69, $2.69 and $6.63, respectively.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Michael Favish, President and Chief Executive Officer of the Company,
and Karen Betro, Vice President of Operations of the Company, have a long-term
relationship with no spousal rights. Derrick Favish, a non-officer employee and
stockholder of the Company, is the brother of Michael Favish, the President and
Chief Executive Officer of the Company. Greg Favish and Terry Favish,
non-officer employees of the Company, are the sons of Michael Favish. Greg
Favish terminated employment with the Company on December 31, 2000.

         Any future transaction with directors, executive officers or their
affiliates, including, without limitation, any granting or forgiveness of loans,
will be made only if the transaction has been approved by a majority of the then
independent and disinterested members of the Board of Directors and is on terms
no less favorable to the Company than could have been obtained from unaffiliated
parties.



                                       5

<PAGE>

                                   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.

Dated: April 30, 2001          By:  /s/ Thomas R. Hillebrandt
                                    --------------------------------------------
                                    Thomas R. Hillebrandt
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)