<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                   FORM 10-KSB
(Mark One)

       [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                 AND 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 NO. 0-17293

                             COLLEGIATE PACIFIC INC.

            DELAWARE                                    22-2795073
(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization)

 13950 SENLAC, SUITE 100, DALLAS, TEXAS                                 75234
(Address of principal executive offices)                              (Zip Code)

                                 (972) 243-8100
                (Issuer's Telephone Number, Including Area Code)

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities Registered Pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of Class)

                         COMMON STOCK PURCHASE WARRANTS
                                (Title of Class)

Check whether the issuer: (1) 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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [ ]

Issuer's revenues for the fiscal year ended June 30, 2001 were $13,272,696.

The aggregate market value of voting stock held by non-affiliates of the
registrant is approximately $7,636,999. This amount was calculated by reducing
the total number of shares of common stock held by officers, directors, and
shareholders owning in excess of 10% of the issuer's common stock, and
multiplying the remainder by the average of the bid and ask price for the
issuer's common stock on September 21, 2001, as reported on the National
Association of Securities Dealers, Inc. Automated Quotation System. The
information provided shall in no way be construed on admission that any officer,
director, or more than 10% shareholder of the registrant may be deemed an
affiliate of the registrant or that such person is the beneficial owner of the
shares reported as being held by such person, and any such inference is hereby
disclaimed.

On September 21, 2001, there were 4,264,773 shares of the issuer's common stock,
$0.01 par value, outstanding, and 4,244,607 common stock purchase warrants to
acquire shares of the issuer's common stock outstanding.

Transitional Small Business Disclosure Format (check one):
Yes       No  X
    ---      ---

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the issuer's Proxy Statement for the Annual Meeting of Stockholders
to be held on or about December 6, 2001 (to be filed) are incorporated by
reference into Part III of this Form 10-KSB.



<PAGE>   2

                             COLLEGIATE PACIFIC INC.
                                   FORM 10-KSB
                         FISCAL YEAR ENDED JUNE 30, 2001

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                  PAGE
                                                                                  ----
<S>               <C>                                                             <C>
PART I

Item 1          Description of Business                                              1

Item 2          Description of Property                                              4

Item 3          Legal Proceedings                                                    4

Item 4          Submission of Matters to a Vote of Security Holders                  4

PART II

Item 5          Market for Common Equity and Related Stockholder Matters             5

Item 6          Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                7

Item 7          Consolidated Financial Statements                                   15

Item 8          Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure                                                30

PART III

Item 9          Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act                   31

Item 10         Executive Compensation                                              31

Item 11         Security Ownership of Certain Beneficial Owners and Management      31

Item 12         Certain Relationships and Related Transactions                      31

PART IV

Item 13         Exhibits, List and Reports on Form 8-K                              32
</Table>



<PAGE>   3

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BACKGROUND.

Collegiate Pacific Inc. ("we," "us," "our," or the "Company") was originally
incorporated in Pennsylvania in 1987. From August 1989 to June 16, 1997, the
Company was engaged in the business of developing and marketing drug testing
products under the name Drug Screening Systems, Inc. On June 16, 1997, we sold
substantially all of our assets, changed our name to DSSI, and thereafter had no
formal operations.

         On February 17, 1998, our stockholders authorized us to enter into the
business of distributing sports equipment. This change in our business was
accomplished through the following steps:

         o        The Company sold 2,000,000 shares of its common stock, a
                  controlling interest in the Company. The price of the shares
                  was $1.00 per share, which was the average of the bid and ask
                  price of the common stock on August 18, 1997, the date of the
                  Stock Purchase Agreement, or a total price of $2 million.
                  Michael J. Blumenfeld ("Mr. Blumenfeld") purchased 1,960,000
                  shares and Adam Blumenfeld purchased 40,000 shares;

         o        Michael J. Blumenfeld sold all of the assets, including the
                  corporate name of Collegiate Pacific, Inc. f/k/a Nitro Sports
                  Inc., a Texas corporation, to the Company, at cost. Mr.
                  Blumenfeld formed that company in 1997 to engage in the
                  catalog and mail order distribution of sports equipment; and

         o        The Company changed its name to Collegiate Pacific Inc. at
                  that time.

We then entered into exclusive distribution agreements with the following
companies:

         o        Equipmart, Inc., a manufacturer of rollers and component parts
                  for the tennis industry, on February 24, 1998;

         o        FunNets, Inc., a manufacturer of plastic frames and nets used
                  as soccer goals and other related purposes, on March 7, 1998;
                  and

         o        Edwards Sports Products Limited, a manufacturer of tennis nets
                  and court equipment, on February 7, 2000.

         On April 14, 1998, the Company acquired Product Merchandising, Inc., a
mail order distribution company that distributes products and equipment for
summer camps.

         On May 31, 1998, we merged with Vantage Products International, Inc., a
distributor of baseball netting and other related baseball products.

         On December 11, 1998, the Company's stockholders approved the
reincorporation of the Company from the Commonwealth of Pennsylvania to the
State of Delaware, pursuant to a merger agreement with a newly formed Delaware
corporation. The merger and reincorporation as a Delaware corporation was
effective on July 21, 1999.



                                      -1-
<PAGE>   4

         On October 25, 1999, we acquired certain assets of Mark One Inc., a
distributor of camping and sporting goods related equipment as well as numerous
items for the recreation, military and municipal markets.

         On February 7, 2000, we obtained licensing and distribution agreements
with the Edwards Sports Company, a manufacturer of tennis nets and court
equipment.

         On June 8, 2000, the General Services Administration awarded a
long-term contract to us for the supply of sports and recreational products to
federal and military locations throughout the world.

         On September 7, 2000, we acquired Kesmil Manufacturing, Inc., a
manufacturer of a broad line of athletic equipment.

         The Company's executive offices are located at 13950 Senlac Drive,
Suite 100, Dallas, Texas 75234, and our telephone number at that location is
(972) 243-8100. The Company's fiscal year ends on June 30th. References herein
to "fiscal 1999," "fiscal 2000," "fiscal 2001" and "fiscal 2002" refer to our
fiscal years ended June 30, 1999, 2000, 2001, and 2002, respectively.

BUSINESS

         We are in the mail order marketing of sports equipment business. We
sell our products primarily to institutional customers located throughout the
United States. Our principal customers include country clubs, schools, YMCAs,
YWCAs and similar recreational organizations, municipal recreation departments,
and other governmental agencies. We offer a broad line of sporting equipment,
including inflatable balls, nets for various sports, standards and goals for
sports, weight lifting equipment, and other recreational products, and we also
provide after-sale customer service through toll-free numbers.

         We believe that prompt delivery of a broad range of products at
competitive prices, coupled with prompt, accessible customer service,
distinguishes the Company from its competitors. We currently market about 3,000
sports and recreational related equipment and products to over 200,000 potential
institutional, retail, Internet, and sporting good dealer type customers. Since
commencing operations, we have sold products to approximately 25,000 customers.

         Our master mailing list currently includes over 200,000 potential
customers, and we intend to distribute approximately 750,000 catalogs and fliers
to this audience during fiscal 2002. Michael J. Blumenfeld, the Chief Executive
Officer of the Company with over 25 years of experience in the industry,
supervised the development of this mailing list, and it is carefully maintained,
screened, and cross-checked. We subdivided this mailing list into various
combinations designed to place catalogs in the hands of the individuals making
the purchase decisions. The master mailing list is also subdivided by relevant
product types, seasons, and customer profiles. We also use other forms of
solicitations such as trade shows, telemarketing, and the Internet.

         Our revenues are not dependent upon any one or a few major customers.
Our institutional customers typically receive annual appropriations for sports
related equipment, which are generally spent in the period preceding the season
in which the sport or athletic activity occurs. While institutions are subject
to budget constraints, once allocations have been made, aggregate levels of
expenditures are typically not reduced.



                                      -2-
<PAGE>   5

         We derive a significant portion of our revenues from the sale of
products purchased directly from suppliers in the Far East. Accordingly, we are
subject to the risks of this international component that may affect our ability
to deliver products in a timely and competitive manner. These risks include:

         o        shipment delays;

         o        fluctuation in exchange rates;

         o        increase in import duties;

         o        changes in customs regulations;

         o        adverse economic conditions in foreign countries; and

         o        political turmoil.

         As a result, we attempt to maintain a three to six week supply of
critical inventory items in stock. Although the vast majority of products we
distribute are purchased in final form, a small percentage of the items require
minor fabrication to complete. We have welding machines and an assortment of
tools to aid in this fabrication process. The raw materials used in this process
are in the form of shipping supplies, nuts and bolts, and other commercially
available products. We believe there are multiple suppliers for these products
nationwide.

SEASONAL NATURE OF BUSINESS

         We anticipate that our revenues will peak in the third and fourth
quarters of each fiscal year due primarily to the budgeting procedures of many
of our customers and the seasonal demand for our products. The first and second
quarters generally experience lower revenues and higher expenses as a percentage
of sales due to lessening customer demand because of decreased sports
activities, adverse weather conditions inhibiting customer demand, holiday
seasons, and school recesses.

COMPETITION

         We compete principally in the institutional market with local sporting
goods dealers and other direct mail companies, which collectively dominate the
institutional market. We compete on a number of factors, including price,
relationships with customers, name recognition, product availability and quality
of service. We believe that we have an advantage on the institutional market
over traditional sporting goods retailers because our selling prices do not
include comparable price markups attributable to wholesalers, manufacturers, and
distributors. In addition, we believe we have an advantage over other direct
mail marketers of sporting goods because we offer superior products, coupled
with prompt and accessible service, at the most competitive prices.

EMPLOYEES

         We currently employ 52 people on a full-time basis. In addition, we may
hire temporary employees as seasonal increases in demand occur. None of our
employees are represented by a union, and we believe our relations with our
employees are good.



                                      -3-
<PAGE>   6

ITEM 2.  DESCRIPTION OF PROPERTY.

         We lease our corporate headquarters and a warehouse facility located in
Farmers Branch, Texas, with approximately 68,000 square feet. The lease for this
facility expires in August, 2005. The Company also leases a sales office in
Memphis, Tennessee, with approximately 1,500 square feet. The lease for this
facility expires in 2005. We believe these facilities will be adequate for our
business needs for the foreseeable future. We do not own any real property.

ITEM 3.  LEGAL PROCEEDINGS.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.



                                      -4-
<PAGE>   7

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's common stock trades on the American Stock Exchange under
the symbol "BOO" and its redeemable purchase warrants trade on the American
Stock Exchange under the symbol "BOO/WS." Prior to June 7, 2000, the Company's
common stock traded on the NASD's Bulletin Board. The redeemable common stock
purchase warrants did not trade until May 2000.

         The tables below set forth the high and low sales prices for the common
stock and the redeemable common stock purchase warrants during each of the
periods indicated, as reported on the American Stock Exchange, and the range of
the high and low bid information for the Company's common stock, as reported by
the NASD prior to June 7, 2000. The price quotations on NASD reflect interdealer
prices, without retail mark-up, mark-down or commission, and may not represent
actual transactions.

<Table>
<Caption>
      COMMON STOCK              FISCAL 2001            FISCAL 2000
    ---------------             ------------           ------------
    CALENDAR PERIOD             LOW     HIGH           LOW     HIGH
    ---------------             ---     ----           ---     ----
<S>                            <C>      <C>          <C>      <C>
July 1 - September 30          $6.00    $9.75        $ 9.38   $14.38
October 1 - December 31         5.50     6.25          4.38    11.88
January 1 - March 31            3.75     5.63          3.00    14.75
April 1 - June 30               3.85     4.05         10.13    14.00
</Table>

<Table>
<Caption>
        WARRANTS                FISCAL 2001            FISCAL 2000
    ---------------             ------------           ------------
    CALENDAR PERIOD             LOW     HIGH           LOW     HIGH
    ---------------             ---     ----           ---     ----
<S>                            <C>      <C>            <C>     <C>
July 1 - September 30          $1.25    $1.88         $  --    $  --
October 1 - December 31         1.00     1.25            --       --
January 1 - March 31            0.60     0.90            --       --
April 1 - June 30               0.73     0.85          1.25     3.25
</Table>

         On January 14, 2000, our shareholders approved an amendment to the
Company's Certificate of Incorporation authorizing a one-for-five reverse stock
split, which became effective on January 19, 2000. The prices set forth in the
foregoing tables have been adjusted to take into account the reverse stock
split.

         As of September 21, 2001, there were approximately 350 holders of
record of our common stock, and there were 4,264,773 shares of common stock
issued and outstanding, and 4,244,607 common stock purchase warrants issued and
outstanding.

         The Company did not declare or pay any cash dividends on its common
stock during fiscal 2001. On May 26, 2000, each record holder of our common
stock received a special dividend from the Company of one warrant for each share
of common stock owned by the record holder. The Company issued the warrants
pursuant to a warrant agreement between the Company and Continental Stock
Transfer and Trust Company, Inc.

         Each warrant entitles the holder to purchase from the Company, for
cash, one share of common stock at $5.00 per share. The number of shares
purchasable upon exercise of each warrant and price per share may be adjusted
under certain conditions. Holders may exercise the warrants at any time on or
before May 26, 2005, unless extended by the Company. The warrants are callable
and cancelable at a cancellation price of $.10 per share of common stock
purchasable upon exercise of the warrants. If the Company calls the warrants for
cancellation, holders may exercise the warrants at any time prior to the close
of business on the business day preceding the date fixed for cancellation.



                                      -5-
<PAGE>   8

         We currently do not anticipate paying any cash or stock dividends in
the foreseeable future. Any future determination to pay dividends will be at the
discretion of our Board of Directors and will be dependent upon then existing
conditions, including the Company's financial condition, results of operations,
contractual restrictions, capital requirements, business prospects, and such
other factors as the Board deems relevant.



                                      -6-
<PAGE>   9

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED JUNE 30, 2001 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000

         Net Sales. Net sales for the twelve months ended June 30, 2001
increased by approximately $2.9 million, or approximately 29%, compared to the
same period in 2000. We attribute the growth in net sales primarily to an
overall increase in catalog sales and dealer-related revenues. We believe future
net sales will continue to rise from current levels, however, no assurances can
be made that any future increases in revenues will be at the same rate. We also
believe that seasonality in net sales will continue to be a factor in future
periods as net sales during the third and fourth quarters of the our fiscal year
are typically higher due primarily to the budgeting procedures of our customers
and the seasonal demand for our products.

         Gross Profit. The Company's gross profit for the twelve months ended
June 30, 2001, increased by approximately $1.4 million, or approximately 40%,
compared to the same period in 2000. As a percentage of sales, gross profit
increased to 36% compared to 33% for the same period in 2000. The increase in
gross profit was primarily due to the increase in sales of the Company's
manufactured products and the decrease in freight costs.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the twelve months ended June 30, 2001, increased by
approximately $523 thousand, or approximately 13%, compared to the same period
in 2000. As a percentage of sales, selling, general and administrative expenses
decreased to approximately 35% from 40% for fiscal 2000. The increase in
selling, general, and administrative expenses was due primarily to:

         o        an increase in salaries and personnel related costs of
                  approximately $392 thousand for additional sales personnel
                  hired by the Company to manage the increase in its sales
                  volume and for the additional administrative personnel; and

         o        an increase in advertising and trade show expenses of
                  approximately $202 thousand incurred to mail catalogs to
                  existing and new customers, as well as an increase in fliers
                  and promotional literature.

These increases in personnel and advertising costs were partially offset by
small decreases in other expense categories.

         Operating Profit. Operating profit increased by approximately $834
thousand for the twelve months ended June 30, 2001 compared to the same period
in fiscal 2000. As a percentage of net sales, the operating profit increased to
approximately 1% compared to a 7% operating loss for the twelve-months ended
June 30, 2000. The increase was attributable to increased sales activity, a
small increase in gross profit as a percentage of sales, and the reduction of
selling, general and administrative expenses as a percentage of sales during
fiscal 2001.

         Interest Expense. Interest expense increased by approximately $45
thousand for the twelve months ended June 30, 2001, compared to the twelve
months ended June 30, 2000. As a percentage of sales, interest expense was
approximately 1% and 2% for the twelve months ended June 30, 2001 and 2000,
respectively. The decrease primarily reflects the use of proceeds from the sale
of common stock in late fiscal 2000, which was used to fund working capital
requirements in fiscal 2001. Approximately $86 thousand in fiscal 2001 and $121
thousand in fiscal 2000 relates to interest paid on the note payable to Mr.
Blumenfeld. See "Liquidity and Capital Resources."



                                      -7-
<PAGE>   10

         Provision for Income Taxes. There was an income tax benefit of $27
thousand in 2001 compared to an income tax expense of $52 thousand in 2000. The
change resulted from revisions to estimated state income taxes of one of our
subsidiaries for fiscal 2000.

         Net Profit. The net profit increased by approximately $953 thousand for
the twelve months ended June 30, 2001, compared to the same period in fiscal
2000. As a percentage of net sales, the net profit increased to approximately
zero for the twelve months ended June 30, 2001 compared to a 9% net loss for the
twelve months ended June 30, 2000. The increase was attributable to increased
sales activity, a small increase in gross profit as a percentage of sales, and
the reduction of selling, general and administrative expenses as a percentage of
sales during fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

         Cash used in operations for the twelve months ended June 30, 2001 was
approximately $554 thousand, compared to approximately $1.3 million for the same
period in 2000. The decrease was due primarily to an increase in net profit
resulting from the increase in sales levels, and a seasonal increase in accounts
payable due to an increase in inventories.

         The Company used approximately $372 thousand in cash for investing
activities during fiscal 2001. The primary use of cash in investing activities
was the repurchase of the Company's common stock and the purchase of property
and equipment. The Company expects to spend a smaller amount for capital
expenditures in fiscal 2002.

         The Company generated approximately $495 thousand in cash from
financing activities for the twelve months ended June 30, 2001. The cash
generated from financing activities was primarily from borrowings under the
Company's line of credit.

         Current assets totaled approximately $5 million at the end of fiscal
2001, providing the Company with working capital of approximately $3.3 million.

         On September 14, 1999, the Company agreed to terms for a $2 million
Revolving Line of Credit with Chase Bank of Texas, N.A. The Revolving Line of
Credit allows the Company to borrow funds based upon a certain percentage of its
accounts receivable and inventories. This facility will mature on October 31,
2001, and includes a provision for letters of credit. Borrowings under the
Revolving Line of Credit bear interest at the prevailing prime rate plus 1/4% or
LIBOR plus 2 1/2%. As of June 30, 2001, there was $420 thousand outstanding
under the Revolving Line of Credit, leaving the Company with approximately $1.6
million of availability. No amounts were outstanding at June 30, 2000. Mr.
Blumenfeld guaranteed the Revolving Line of Credit up to $1 million. The Company
is currently negotiating with its existing and other lenders to obtain a new
line of credit. Management believes the Company's relationship with its existing
lender and creditworthiness is such that the Company will be able to obtain a
new revolving line of credit to finance its working capital requirements for the
foreseeable future. There can be no assurance, however, that the Company will be
able to secure a new credit facility or a credit facility on the same or better
terms than its existing facility.

         We believe the Company will satisfy its short term and long-term
liquidity needs from borrowings under the Revolving Line of Credit, a new line
of credit, and cash flows from operations. We may experience periods of higher
borrowing under the credit facility due to the seasonal nature of the Company's
business cycle. We are actively seeking expansion through acquisitions and/or
joint ventures, and the success of such efforts may require additional bank
debt, equity financing, or private financing.



                                      -8-
<PAGE>   11

CERTAIN FACTORS THAT MAY AFFECT THE COMPANY'S BUSINESS OR FUTURE OPERATING
RESULTS

         This report contains various forward-looking statements and information
that are based upon management's beliefs as well as assumptions made by and
information currently available to management. When used in this report the
words "anticipate," "believe," "estimates," "expect," "predict," "project," and
similar expressions are intended to identify forward looking statements. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, expected or projected. Among the key factors that may have a direct
bearing on the Company's results are set forth below.

LIMITED OPERATING HISTORY

         We have a limited operating history upon which to base an evaluation of
the Company and its prospects.

         Collegiate Pacific only recently entered into the catalog and
mail-order distribution of sporting goods, and it incurred a profit of
approximately $4 thousand and a loss of approximately $949 thousand for fiscal
2001 and fiscal 2000, respectively.

         Our prospects must be considered in light of the risk, expenses, and
difficulties frequently encountered by start-up companies in the marketing
industry. To address these risk, we must, among other things:

         o        effectively develop new relationships and maintain existing
                  relationships with our suppliers, advertisers and customers;

         o        provide products at competitive prices;

         o        respond to competitive developments; and

         o        attract, retain, and motivate qualified personnel.

         We cannot assure you that we will succeed in addressing such risks. Our
failure to do so could have a material adverse effect on the Company's business,
financial condition, or results of operations.

         In addition, our limited operating history makes it difficult or
impossible to predict future operating results. We cannot give you any assurance
that our revenues will increase or even continue at their current level, or that
we will attain profitability or generate cash from operations in the future.

COMPETITION

         The sporting goods and related equipment market in which we participate
is highly competitive and it is without a significant barrier to entry.

         We compete principally in the institutional market with local sporting
goods dealers and other direct mail companies. Most of our direct mail
competitors have:

         o        substantially greater financial resources;



                                      -9-
<PAGE>   12

         o        a larger customer base; and

         o        greater name recognition within the industry.

In addition, our competitors may have larger technical, sales and marketing
resources.

         We compete on a number of factors, including price, relationships with
customers, name recognition, product availability, and quality of service. We
cannot give you assurance that we will compete successfully against our
competitors in the future. If we fail to compete successfully, our business,
financial condition, and results of operations will be materially and adversely
affected.

RAW MATERIALS

         The general economic conditions in the U.S. or international countries
with which we do business could affect pricing of raw materials such as metals
and other commodities used by suppliers of our finished goods. We cannot assure
you that any price increase incurred by the Company for its products can be
passed to its customers without adversely affecting the Company's operating
results.

ACCOUNTS RECEIVABLE

         We monitor the credit worthiness of our customer base on an ongoing
basis, and we have not experienced an abnormal increase in losses in our
accounts receivable portfolio. We believe that allowances for losses adequately
reflect the risk of loss. However, a change in the economic condition or in the
make-up of our customer base could have an adverse affect on losses associated
with the credit terms that we give to our customers.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY

         Our quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside of our
control. We anticipate that our revenues will peak in the third and fourth
quarters of each fiscal year due primarily to the budgeting procedures of many
of our customers and the seasonal demand for the products. The first and second
quarters generally experience lower revenues and higher expenses as a percentage
of sales due to lessening customer demand because of decreased sports
activities, adverse weather conditions inhibiting customer demand, holiday
seasons, and school recesses. Therefore, we do not believe that
quarter-to-quarter comparison of operating results for preceding quarters are
necessarily meaningful. You should not rely on the results of one quarter as an
indication of our future performance.

MANAGING POTENTIAL GROWTH

         We experienced a period of significant growth, and our continued
expansion may significantly strain our management, financial, and other
resources. We believe that improvements in management and operational controls,
and operations, financial and management information systems could be needed to
manage future growth. We cannot assure you that:

         o        these resources will be available or in a cost-effective form
                  to the Company which will allow it to sustain growth at the
                  same levels;



                                      -10-
<PAGE>   13

         o        our current personnel, systems, procedures, and controls will
                  be adequate to support our future operations;

         o        we will identify, hire, train, motivate or manage required
                  personnel; or

         o        that we will successfully identify and exploit existing and
                  potential market opportunities.

         Our failure to have these resources in sufficient form or quantity
during a period of significant growth could have an adverse affect on our
operating results.

FUTURE CAPITAL REQUIREMENTS

         Our cash flow from existing operations may not support an expansion of
operations or future acquisitions. We incurred a profit of approximately $4
thousand and a loss of approximately $949 thousand for fiscal 2001 and fiscal
2000, respectively. We funded our operations primarily from the sale of stock to
Michael Blumenfeld and others in February and March of 1998 and with working
capital loans from Mr. Blumenfeld. In addition, on September 14, 1999, we
obtained a $2 million revolving line of credit from Chase Bank of Texas, N.A.,
which matures in October 2001. On February 29, 2000, we received approximately
$1.2 million in cash from the sale of convertible notes. We may need to seek
additional third-party financing to raise additional capital needed to support
any future growth.

         We are in the process of negotiating the terms of a new credit facility
with our existing lender and other potential lenders. Although we believe our
relationship with our existing lender is good, we cannot give you any assurance
that we will be able to timely renew or secure a new facility or that additional
funding will be available on acceptable terms, if at all. If we cannot obtain
adequate funds from third parties we may have to forego strategic decisions or
delay, scale back, or eliminate certain aspects of our operations. This could
have a material adverse effect on our business, financial condition, and results
of operations.

DEPENDENCE ON KEY PERSONNEL

         Our performance is substantially dependent on the skills, experience,
and performances of our Chief Executive Officer, Michael J. Blumenfeld, as well
as our ability to retain and motivate other officers and key employees, certain
of whom would be difficult to replace. The Company does not have an employment
agreement with Mr. Blumenfeld. The Company does not have a "key person" life
insurance policy on any of its officers or other employees.

         The loss of services of certain of these executives and personnel could
have a material adverse effect on the Company. We cannot assure you that the
services of our personnel will continue to be available to us. In addition, we
believe that our success in attracting and retaining additional qualified
employees, and our failure to recruit such skilled personnel as needed, could
have a material adverse effect on the Company.

RISKS RELATED TO INTERNATIONAL SUPPLIERS

         A significant amount of our revenues depends upon products purchased
from foreign suppliers, located primarily in the Far East. In addition, we
believe that many of the products we purchase from our domestic suppliers are
manufactured overseas.



                                      -11-
<PAGE>   14

         Accordingly, we are subject to the risk of this international
component, including:

         o        shipment delays;

         o        fluctuation in exchange rates;

         o        increases in import duties;

         o        changes in customs regulations;

         o        adverse economic conditions in foreign countries; and

         o        political turmoil.

         The occurrences of any one or more of the events described above could
adversely affect our business, financial condition, and results of operations
due to an inability to make timely shipments to our customers or by utilizing
other more costly carriers or means of shipping.

RELIANCE ON THIRD PARTY CARRIERS

         Our operations depend upon third party carriers to deliver our catalogs
and products to our customers. We ship our products using common carriers,
primarily UPS. The operations of such carriers are outside the Company's
control. Accordingly, our business reputation and operations are subject to many
risks, including:

         o        shipment delays caused by such carriers;

         o        labor strikes by the employees of such carriers;

         o        increases in delivery cost, postage rate increase; and

         o        other adverse economic conditions.

         The occurrence of any one or more of the foregoing could adversely
affect our business, financial condition, and results of operations due to any
inability to make timely shipment to our customers or by utilizing other more
costly carriers or means of shipping.

CONTROL BY MAJOR STOCKHOLDER

         Michael J. Blumenfeld, Chairman and Chief Executive Officer of
Collegiate Pacific, currently owns 2,191,207 shares or 51% of our common stock,
and holds options and a Warrant convertible into 2,245,607 shares of the
Company's outstanding voting Common Stock. As a result, Mr. Blumenfeld has the
power to initiate or block corporate actions such as an amendment to the
Company's Certificate of Incorporation, the consummation of any merger, or the
sale of all or substantially all of the assets of the Company. In addition, Mr.
Blumenfeld may control the election of directors and any other action requiring
stockholder approval.

VOLATILITY OF STOCK PRICE

         The price of our common stock is determined in the marketplace and may
be influenced by many factors, including:



                                      -12-
<PAGE>   15

         o        the depth and liquidity of the market for our common stock;

         o        investor perception of the Company and the industry within
                  which it competes;

         o        quarterly variations in operating results; and

         o        general economic and market conditions.

         Historically, the weekly trading volume of our common stock has been
relatively small. Any material increase in public float could have a significant
impact on the price of the common stock. In addition, the stock market has
occasionally experienced extreme price and volume fluctuations that often
affected market prices for smaller companies. These extreme price and volume
fluctuations often are unrelated or disproportionate to the operating
performance of the affected companies. Accordingly, the price of the common
stock could be affected by such fluctuations.

OUTSTANDING STOCK OPTIONS

         Outstanding options may have an effect on the price of our securities.
There are 5,000 options, each to purchase one share of our Common Stock, issued
by DSSI Corporation under the Drug Screening Systems, Inc. Stock Option Plan of
1994 that are still outstanding. In addition, we have granted 509,200 options,
each to purchase one share of our Common Stock, to key employees, officers, and
directors under our 1998 Collegiate Pacific Inc. Stock Option Plan. These
outstanding options could have a significant adverse effect on the trading price
of our common stock, especially if a significant volume of the options were
exercised and the stock issued were immediately sold into the public market.

THE EXERCISE OF OUTSTANDING WARRANTS AND OPTIONS COULD HAVE A DILUTIVE EFFECT

         As of September 1, 2001, there were outstanding options and warrants
held by shareholders and certain third parties to purchase approximately
4,757,807 shares of Common Stock. The options and warrants have exercise prices
ranging from $1.25 per share to $9.38 per share. The exercise of warrants or
options and the sale of the underlying shares of common stock (or even the
potential of such exercise or sale) could have a negative effect on the market
price of our common stock, and will have a dilutive impact on other
shareholders.

         If we attempt to raise additional capital through the issuance of
equity or convertible debt securities, the terms upon which we will be able to
obtain additional equity capital, if at all, may be negatively affected since
the holders of outstanding warrants and options can be expected to exercise
them, to the extent they are able, at a time when we would, in all likelihood,
be able to obtain any needed capital on terms more favorable than those provided
in such warrants or options.

DEPENDENCE OF WARRANT HOLDERS ON MAINTENANCE OF CURRENT REGISTRATION STATEMENT;
POSSIBLE LOSS OF VALUE OF WARRANTS

         Before exercising the Warrants, a current registration statement (or an
exemption therefrom) must be in effect with the Commission and with the various
state securities authorities in the states where Warrant holders reside. We
intend to keep effective a registration statement covering the Warrants and the
underlying Shares while the Warrants are exercisable. However, we expect to
incur substantial continuing expenses for legal and accounting fees in doing so.
There can be no assurance that we will be able to maintain a current
registration statement while



                                      -13-
<PAGE>   16

the Warrants are exercisable. Our inability to maintain an effective
registration statement and qualification in appropriate states (or exemptions
therefrom) covering the underlying shares would render the Warrants
unexercisable and may deprive them of all or a portion of their value.

POTENTIAL ADVERSE EFFECT OF REDEMPTION OF WARRANTS

         We may redeem each Warrant at $.10 per Warrant after the occurrence of
certain preconditions. Redemption of the Warrants could force the Warrant
holders to exercise the Warrants at a time when it may be disadvantageous for
the holders to do so or to sell the Warrants at their then current market price
when the holders might otherwise wish to hold the Warrants for possible
appreciation. Any holders who do not exercise warrants prior to their expiration
or redemption, as the case may be, will forfeit the right to purchase the shares
of Common Stock underlying the Warrants.



                                      -14-
<PAGE>   17

ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS.

<Table>
<Caption>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
         Index to Consolidated Financial Statements                                        15
         Report of Independent Certified Public Accountants                                16
         Consolidated Balance Sheets as of June 30, 2001 and 2000                          17
         Consolidated Statements of Operations for the years ended June 30, 2001
         and 2000                                                                          18
         Consolidated Statement of Stockholders' Equity for the years ended
         June 30, 2001 and 2000                                                            19
         Consolidated Statements of Cash Flows for the years ended June 30, 2001
         and 2000                                                                          20
         Notes to Consolidated Financial Statements                                        21
</Table>



                                      -15-
<PAGE>   18

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Stockholders and Board of Directors of Collegiate Pacific Inc. and
Subsidiaries

         We have audited the accompanying consolidated balance sheets of
Collegiate Pacific Inc. and Subsidiaries as of June 30, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

         We conducted our audits 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 audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Collegiate Pacific Inc. and Subsidiaries as of June 30, 2001 and 2000, and the
consolidated results of their operations and their consolidated cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States of America.


                                       /s/ Grant Thornton LLP

Dallas, Texas
August 21, 2001



                                      -16-
<PAGE>   19

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2000 AND 2001

                                     ASSETS
<Table>
<Caption>
                                                                          2001            2000
                                                                       ----------      ----------
<S>                                                                    <C>             <C>
Current Assets:
     Cash and cash equivalents                                         $  349,508      $  780,546
     Accounts receivable, less allowance for doubtful accounts
      of $87,187 in 2001 and $51,751 in 2000                            1,797,079       1,384,185
     Inventory                                                          2,787,169       2,415,328
     Prepaid expenses and other current assets                            146,328          39,014
                                                                       ----------      ----------
         Total current assets                                           5,080,084       4,619,073
Property and equipment, net of accumulated depreciation
   of $295,980 in 2001 and $184,354 in 2000                               523,472         333,102
Other Assets:
     License agreements, net of accumulated amortization of
      $44,296 in 2001 and $142,369 in 2000                                100,106         468,049
     Cost in excess of net tangible assets acquired, net of
      accumulated amortization of $122,542 in 2001 and
      $78,105 in 2000                                                     544,375         588,185

     Other assets, net                                                    283,319          56,204
                                                                       ----------      ----------

                                                                       $6,531,356      $6,064,613
                                                                       ==========      ==========
</Table>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
                                                                          2001            2000
                                                                       -----------     -----------
<S>                                                                   <C>              <C>
Current liabilities:
     Accounts payable                                                  $   942,129     $   555,795
     Accrued expenses                                                      124,190         415,002
     Revolving line of credit                                              420,000              --
     Notes payable to stockholders, current portion                        290,973              --
     Other current liabilities                                              16,144          34,048
                                                                       -----------     -----------
         Total current liabilities                                       1,793,436       1,004,845

Notes payable to stockholders, net of current portion                      365,027         581,000
                                                                       -----------     -----------

         Total liabilities                                               2,158,463       1,585,845

Stockholders' equity:
    Common stock, $.01 par value; authorized 20,000,000 shares,
    Issued and outstanding: 4,264,773 in 2001 and 4,244,607 in 2000         42,648          42,446
     Additional paid-in capital                                          6,452,278       6,461,453
     Accumulated deficit                                                (1,750,568)     (1,754,688)
     Treasury shares, at cost: 36,226 shares in 2001 and 20,860
     shares in 2000                                                       (366,470)       (255,443)
                                                                       -----------     -----------
                                                                         4,377,888       4,493,768
     Less: note receivable from stockholder                                 (4,995)        (15,000)
                                                                       -----------     -----------

         Total stockholders' equity                                      4,372,893       4,478,768
                                                                       -----------     -----------
                                                                       $ 6,531,356     $ 6,064,613
                                                                       ===========     ===========
</Table>

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



                                      -17-
<PAGE>   20

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000



<Table>
<Caption>
                                                                      2001            2000
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Net sales                                                         $ 13,272,696    $ 10,324,009
Cost of sales                                                        8,525,643       6,933,991
                                                                  ------------    ------------

         Gross profit                                                4,747,053       3,390,018

Selling, general and administrative expenses                         4,616,385       4,093,275
                                                                  ------------    ------------

         Operating profit (loss)                                       130,668        (703,257)
                                                                  ------------    ------------

Other income (expense):
    Interest expense                                                  (156,734)       (201,434)
    Interest income                                                      3,823           7,066
    Miscellaneous                                                         (681)             --
                                                                  ------------    ------------

         Total other income (expense)                                 (153,592)       (194,368)
                                                                  ------------    ------------

Loss before provision for income taxes                                 (22,924)       (897,625)

Income tax expense (benefit)                                           (27,044)         51,748
                                                                  ------------    ------------

         Net income (loss)                                        $      4,120    $   (949,373)
                                                                  ============    ============


Weighted average shares of common stock outstanding -basic           4,253,850       3,641,109
                                                                  ============    ============
Weighted average shares of common stock outstanding -diluted         4,759,941       3,641,109
                                                                  ============    ============
Net income (loss) per share of common stock (basic and diluted)   $       0.00    $      (0.26)
                                                                  ============    ============
</Table>



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



                                      -18-
<PAGE>   21

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


<Table>
<Caption>
                                 COMMON STOCK                                         TREASURY SHARES
                                                   ADDITIONAL                                             RECEIVABLE
                                                     PAID-IN         RETAINED                                FROM
                                SHARES    AMOUNT     CAPITAL    EARNINGS/(DEFICIT)   SHARES   AMOUNT     STOCKHOLDERS     TOTAL
                              ---------  -------   ----------   ------------------   ------  ---------   ------------   ----------
<S>                           <C>        <C>       <C>          <C>                  <C>     <C>         <C>            <C>
Balances at July 1, 1999      3,440,366  $34,404   $3,507,568   $         (805,315)     900  $ (10,982)  $    (28,405)  $2,697,270

Issuance of stock for cash      126,974    1,270      541,674                   --       --         --             --      542,944

Purchase of stock for cash           --       --           --                   --   19,960   (244,461)            --     (244,461)

Conversion of debt to stock     677,267    6,772    2,160,211                   --       --         --             --    2,166,983

Payment of notes receivable
from stockholders                    --       --           --                   --       --         --         13,405       13,405

Issuance of warrants for
license agreements              252,000       --      252,000                   --       --         --             --      252,000

Net loss                             --       --           --             (949,373)      --         --             --     (949,373)
                              ---------  -------   ----------   ------------------   ------  ---------   ------------   ----------
Balances at June 30, 2000     4,244,607   42,446    6,461,453           (1,754,688)  20,860   (255,443)       (15,000)   4,478,768

Issuance of stock for
purchase of assets               20,166      202       96,796                   --       --         --             --       96,998

Purchase of stock for
cash                                 --       --           --                   --   15,366   (111,027)            --     (111,027)

Warrants cancelled in
conjunction with amendment
of distribution agreement            --       --     (105,971)                  --       --         --             --     (105,971)

Payment of notes receivable
from stockholders                    --       --           --                   --       --         --         10,005       10,005

Net income                           --       --           --                4,120       --         --             --        4,120
                              ---------  -------   ----------   ------------------   ------  ---------   ------------   ----------
Balances at June 30, 2001     4,264,773  $42,648   $6,452,278   $       (1,750,568)  36,226  $(366,470)  $     (4,995)  $4,372,893
                              =========  =======   ==========   ==================   ======  =========   ============   ==========
</Table>

               The accompanying notes are an integral part of this
                        consolidated financial statement.



                                      -19-
<PAGE>   22

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

<Table>
<Caption>
                                                                         2001           2000
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
    Net income(loss)                                                 $      4,120   $   (949,372)
    Adjustments to reconcile net income (loss) to net cash
     used in operating activities:
      Depreciation                                                        113,845         79,006
      Amortization                                                        128,826        131,377
      Bad debt expense                                                     56,600         20,000
      Change in operating assets and liabilities, net of effects of
       business acquisitions:
         Accounts receivable                                             (469,494)      (261,207)
         Inventory                                                       (371,841)      (520,442)
         Prepaid expenses and other current assets                       (107,314)       (15,433)
         Other assets, net                                                 13,692         (3,760)
         Accounts payable                                                 386,334        (21,444)
         Accrued expenses                                                (290,812)       327,021
         Other liabilities                                                (17,904)       (52,778)
                                                                     ------------   ------------
           Net cash used in operating activities                         (553,948)    (1,267,032)
                                                                     ------------   ------------

Cash flows from investing activities:
    Purchase of property and equipment                                   (207,217)       (80,609)
    Cash paid for licenses                                                     --        (54,802)
    Cash paid for treasury shares                                        (111,027)      (244,461)
    Cash paid for trade name                                              (63,851)            --
    Cash received from notes receivable from stockholders                  10,005         13,405
    Cash used in business acquisition net of cash acquired                     --       (114,543)
                                                                     ------------   ------------
           Net cash used in investing activities                         (372,090)      (481,010)
                                                                     ------------   ------------

Cash flow from financing activities
    Proceeds from line of credit                                          420,000             --
    Proceeds from notes payable to stockholders                            75,000        256,000
    Proceeds from convertible debt                                             --      1,186,262
    Proceeds from issuance of common stock                                     --        542,944
                                                                     ------------   ------------
           Net cash provided by financing activities                      495,000      1,985,206
                                                                     ------------   ------------
                     Increase (decrease) in cash                         (431,038)       237,164

Cash and cash equivalents at beginning of year                            780,546        543,382
                                                                     ------------   ------------

Cash and cash equivalents at end of year                             $    349,508        780,546
                                                                     ============   ============

Noncash investing activities:
     Warrants cancelled in conjunction with
      amendment to distribution agreement                            $    105,971   $         --
                                                                     ============   ============
     Common stock issued for purchase of assets                      $     96,998   $         --
                                                                     ============   ============
     Conversion of debt into common stock                            $         --   $  2,166,983
                                                                     ============   ============
     Warrants issued for license agreements                          $         --   $    252,000
                                                                     ============   ============
Cash payments for:
    Income taxes                                                     $         --   $     26,020
                                                                     ------------   ------------
    Interest                                                         $    135,551   $    201,434
                                                                     ============   ============
</Table>

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



                                      -20-
<PAGE>   23

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


(1)      GENERAL AND BACKGROUND

         Collegiate Pacific Inc. ("CPI") was incorporated on April 10, 1997 and
began business in June 1997. The Company is a Delaware corporation and is
primarily engaged in the mail order marketing of professional sports equipment
to schools, colleges and other organizations throughout the United States.

         Effective February 17, 1998 CPI entered into a reverse acquisition
agreement with DSSI, Inc. ("DSSI"), a publicly held "shell" corporation. DSSI
issued 2,000,000 (approximately 62.5%) shares of DSSI's voting common stock in
exchange for all of the outstanding shares of CPI (a tax free reorganization).
The public entity then changed its name to Collegiate Pacific, Inc. For
accounting purposes, the transaction was treated as a recapitalization of CPI,
with CPI as the acquirer (a reverse acquisition).

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

         The consolidated financial statements include the accounts of CPI and
its wholly owned subsidiaries Product Merchandising, Inc. ("PMI"), and Kesmil
Manufacturing, Inc. ("KM") (collectively referred to as the "Company").
Significant intercompany accounts and transactions have been eliminated.

FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS

         Financial instruments, which are potentially subject to concentrations
of credit risk, consist principally of cash and accounts receivable. Cash
deposits are placed with high credit quality financial institutions to minimize
risk. Accounts receivable are unsecured. The fair value of these financial
instruments and notes payable approximate their carrying values.

ESTIMATES AND ASSUMPTIONS

         Management uses estimates and assumptions in preparing consolidated
financial statements in accordance with accounting principles generally accepted
in the United States of America. Those estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosures of contingent assets
and liabilities, and the reported amounts of revenues and expenses. Actual
results could vary from the estimates used in preparing the accompanying
consolidated financial statements.

CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.



                                      -21-
<PAGE>   24

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


INVENTORIES

         Inventories are carried at the lower of cost or market using the
average cost method.

PROPERTY AND EQUIPMENT

         Property and equipment are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives (5 to 7 years).
The cost of maintenance and repairs is charged to expense as incurred and
significant renewals and betterments are capitalized.

COST IN EXCESS OF NET TANGIBLE ASSETS ACQUIRED

         Cost in excess of net tangible assets acquired is the difference
between the purchase price paid and liabilities assumed over the estimated fair
market value of assets acquired. Cost in excess of net tangible assets acquired
in connection with acquisitions is amortized using the straight-line method over
15 years. Amortization expense relating to cost in excess of net tangible assets
amounted to $44 thousand and $36 thousand for the fiscal years ended June 30,
2001 and 2000, respectively. On an on-going basis, management reviews
recoverability, the valuation and amortization of cost in excess of net tangible
assets. As a part of this review, the Company considers the undiscounted
projected future net cash flows in evaluating the recoverability of cost in
excess of net tangible assets. If the undiscounted future net cash flows were
less than the stated value, cost in excess of net tangible assets would be
written down to fair value.

LICENSE AGREEMENTS

         License agreements represent amounts paid to acquire exclusive
distribution rights for specific products and are amortized over their estimated
useful life of 5 years. Amortization expense relating to license agreements was
approximately $63 thousand and $92 thousand for the fiscal years ended June 30,
2001 and 2000, respectively.

STOCK BASED COMPENSATION

         The Company measures compensation cost for its stock based compensation
plans under the provisions of Accounting Principles Board Opinion No. 25 ("APB
25"), "Accounting for Stock Issued to Employees." The excess, if any, of the
fair value of the stock on the date of grant over the amount to be paid for the
stock is accrued over the related vesting period. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS
123") requires companies electing to continue to use APB 25 to account for its
stock-based compensation to make pro forma disclosures of net income and
earnings per share as if SFAS 123 had been applied. See Note 11.



                                      -22-
<PAGE>   25

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


INCOME TAXES

         The Company utilizes the asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.

ADVERTISING

         The Company expenses the cost of advertising as incurred or when such
advertising initially takes place. No advertising costs were capitalized at June
30, 2001 or 2000. Advertising expense approximated $1.1 million and $856
thousand for the fiscal years ended June 30, 2001 and 2000, respectively.

INCOME (LOSS) PER SHARE

         Basic income (loss) per common share is computed by dividing the net
income (loss) by the weighted average number of shares of common stock
outstanding. Diluted income (loss) per share is computed based on weighted
average number of shares outstanding increased by the effect of stock options
and warrants when dilutive.

REVENUE RECOGNITION

         The Company recognizes revenue upon shipment of inventory after giving
consideration to the possibility of returns based upon historical rates of
return.

RECENT PRONOUNCEMENTS

         The Company, pursuant to Emerging Issues Task Force Issue 2000-10,
began classifying in 2001, freight charges billed to customers as revenues and
the related costs as part of the Company's cost of sales. The net amount of
these revenues and associated costs were previously included as part of the
Company's selling, general and administrative expenses. All prior periods have
been restated to reflect this change.

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations," which eliminates the pooling method of accounting for business
combinations initiated after June 30, 2001. In addition, SFAS 141 addresses the
accounting for intangible assets and goodwill acquired in a business
combination. This portion of SFAS 141 is effective for business combinations
completed after June 30, 2001. The Company does not expect SFAS 141 will have a
material impact on the Company's financial position or results of operations.



                                      -23-
<PAGE>   26

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Intangible Assets," which revises
the accounting for purchased goodwill and intangible assets. Under SFAS 142,
goodwill and intangible assets with indefinite lives will no longer be
amortized, but will be tested for impairment annually, and in the event of an
impairment indicator. SFAS 142 is effective for fiscal years beginning after
December 15, 2001, with earlier adoption permitted. The Company expects the
adoption of SFAS 142 will increase annual pretax income by approximately $45
thousand. The Company has not determined when it will adopt SFAS 142.

(3)      BUSINESS ACQUISITIONS

         On October 22, 1999, the Company acquired certain assets of Mark One
Distributors, Inc. for approximately $115 thousand in an all cash transaction.
The purchased assets related to sales and distribution activities by Mark One in
the camp sporting goods business. The acquisition was accounted for as a
purchase and, accordingly, the net assets and results of operations of Mark
One's camping related business have been included in the Company's consolidated
financial statements commencing on October 22, 1999.

         On September 7, 2000, the Company purchased all the outstanding stock
of Kesmil Manufacturing, Inc., a manufacturer of sports related metal products,
which was 100% owned by the Company's Chairman and Chief Executive Officer. The
Company was, prior to the acquisition, the only customer for Kesmil's products.
The Company assumed notes payable to the Chairman and a stockholder and relative
of the Chairman, for $581 thousand and other liabilities of approximately $400
thousand. These notes are subordinate to the Company's revolving line of credit,
are not secured by any of the Company's assets and mature on August 31, 2004.
The notes payable to stockholders bear interest at the rate of 12% per annum and
are payable in quarterly installments of approximately $36 thousand.

         Because the former sole stockholder of Kesmil also owns a majority of
the Company's outstanding common stock, the acquisition was accounted for in a
manner similar to a pooling of interests and, accordingly, financial information
for the periods prior to the acquisition reflect the retroactive restatement of
the Company's and Kesmil's combined financial position and operating results.

         Selected financial information for the combined entities included in
the consolidated statements of operations for the years ended June 30, 2001 and
2000 are as follows:



                                      -24-
<PAGE>   27

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


<Table>
<Caption>
                                    (Dollars in thousands)
                                        FOR THE YEARS
                                            ENDED
                                           JUNE 30
                                     ---------------------
                                       2001         2000
                                     --------     --------
<S>                                  <C>          <C>
Net sales:
  CPI                                $ 13,273     $ 10,324
  Kesmil                                  136        1,016
Elimination of intercompany sales        (136)      (1,016)
                                     --------     --------
Combined                             $ 13,273     $ 10,324
                                     ========     ========

Net income (loss):
  CPI                                $     98     $   (482)
  Kesmil                                  (94)        (401)
Elimination of intercompany profit
   in inventory                            --          (66)
                                     --------     --------
Combined                             $      4     $   (949)
                                     ========     ========
</Table>

(4)      EQUITY

         On January 14, 2000, the stockholders of the Company approved a
one-for-five reverse stock split of the Company's $.01 par value common stock
(the "Common Stock"). As a result of the reverse stock split additional paid in
capital was increased by $139 thousand and Common Stock has been reduced by the
same amount. All references in the accompanying financial statements to the
number of shares of Common Stock and the per-share amounts have been restated to
reflect the reverse stock split.

         In February 2000, a former executive of the DSSI Corporation ("DSSI"),
which was the predecessor of the Company, exercised common stock warrants for
98,974 shares of Common Stock. The warrants were originally granted to the
warrant holder during his tenure as an executive of DSSI. The terms of the
warrants were extended at the February 18, 1998 meeting of the Board of
Directors of DSSI. The Company received funds for the exercise of the warrants
for approximately $500 thousand or $5.05 per share.

         In February 2000, the Company agreed to exchange the note payable to
stockholder for a subordinated convertible note. In addition, the Company
solicited and received additional subscriptions from Company directors and
officers including the holder of the existing note payable to stockholder, and
third party investors for approximately $1.3 million in subordinated convertible
notes. The subordinated convertible notes bore interest at the prevailing Prime
Rate plus 2.5%, were non-callable by the Company for a period of two years, and
were convertible to Common Stock at $3.30 per share. The subordinated
convertible notes were subordinate to the Company's Revolving Line of Credit
with Chase Bank of Texas, N.A. and were uncollateralized. Interest paid on these
notes and the note payable to stockholder during the period was approximately
$120 thousand. On April 19, 2000, the holders of the subordinated convertible
notes converted the entire outstanding balance of approximately $2.3 million to
677,267 shares of Common Stock.



                                      -25-
<PAGE>   28


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


(5)      INVENTORIES

Inventories consist of the following:

<Table>
<Caption>
                      2001         2000
                   ----------   ----------
<S>                <C>          <C>
Raw materials      $  205,734   $  108,507
Work in progress       28,139       36,878
Finished goods      2,553,296    2,269,943
                   ----------   ----------
                   $2,787,169   $2,415,328
                   ==========   ==========
</Table>


(6)      PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<Table>
<Caption>
                                        2001          2000
                                     ----------    ----------
<S>                                  <C>           <C>
Fixtures and equipment               $  487,466    $  289,638
Manufacturing equipment                 331,986       227,818
                                     ----------    ----------

      Total property and equipment      819,452       517,456
Less accumulated depreciation          (295,980)     (184,354)
                                     ----------    ----------

      Property and equipment, net    $  523,472    $  333,102
                                     ==========    ==========
</Table>


(7)      LICENSE AND DISTRIBUTION AGREEMENTS

License and distribution agreements consist of the following:

<Table>
<Caption>
        Agreement                    Unamortized Cost at June 30, 2001          Term
        ---------                    ---------------------------------          ----
<S>                                  <C>                                       <C>
Edwards Sports Products Ltd.                    $27,401                        5 Years
Online Sports, Inc.                             $72,705                        5 Years
</Table>

(8)      LINE OF CREDIT

         On September 14, 1999, the Company agreed to terms for a $2 million
Revolving Line of Credit with Chase Bank of Texas, N.A. The Revolving Line of
Credit permits the Company to borrow funds based upon a certain percentage of
accounts receivable and inventory. The Revolving Line of Credit will mature on
October 31, 2001, and includes a provision for letters of credit. Borrowings
under the Revolving Line of Credit bear interest at the prevailing prime rate
plus 1/4% or LIBOR plus 2 1/2%. The Company had $420 thousand outstanding at
June 30, 2001, under the terms of this facility and the Chief Executive Officer
guaranteed the Revolving Line of Credit up to $1 million. No amounts were
outstanding at June 30, 2000. At June 30, 2001, approximately $1.6 million was
available under this line of credit.



                                      -26-
<PAGE>   29

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


(9)      FEDERAL INCOME TAXES

         CPI and its subsidiaries file separate income tax returns. Deferred tax
assets and liabilities consist of the following:

<Table>
<Caption>
                                             June 30,
                                     ------------------------
                                        2001          2000
                                     ----------    ----------
<S>                                  <C>           <C>
Deferred tax assets
   Net operating loss carryforward   $  692,447    $  702,048
   Other                                 36,898        16,604
                                     ----------    ----------
Total deferred tax assets               729,345       718,652
Valuation allowance                    (729,345)     (718,652)
                                     ----------    ----------
Net deferred tax assets              $       --    $       --
                                     ==========    ==========
</Table>

         The company has provided a valuation allowance against deferred tax
assets because their recovery is uncertain. Following is a reconciliation of
income taxes at the federal statutory rate to income tax expense:

<Table>
<Caption>
                                                June 30,
                                        ------------------------
                                           2001          2000
                                        ----------    ----------
<S>                                     <C>           <C>
Tax expense (benefit)                   $   (7,794)   $ (305,193)
Loss for which benefits were not used           --       305,559
Change in valuation allowance               10,693          (366)
Other                                       (2,899)           --
State income taxes                         (27,044)       51,748
                                        ----------    ----------
Income tax expense (benefit)            $  (27,044)   $   51,748
                                        ==========    ==========
</Table>

         At June 30, 2001, the Company had net operating loss carry forwards of
approximately $2.0 million, of which approximately $800 thousand were carry
forwards of DSSI. Because of the ownership change rules of the Internal Revenue
Code, use of the DSSI carry forwards are limited to approximately $80 thousand
per year. The carry forwards of CPI and its subsidiaries expire from 2013
through 2020. The DSSI carry forwards expire through 2011.



                                      -27-
<PAGE>   30

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


(10)     RELATED PARTY TRANSACTIONS

         During the periods the Company paid the majority stockholder of the
Company approximately $86 thousand in interest on notes payable assumed in
conjunction with the purchase of Kesmil Manufacturing (See Note 3).

(11)     STOCK OPTIONS AND WARRANTS

         On September 22, 1994, DSSI established a non-qualified stock option
plan, which provides for the granting of non-qualified stock options to purchase
up to 100,000 shares of common stock at the fair market value on the date of
grant. There were 5,000 and 33,000 options outstanding at June 30, 2001 and
2000, respectively. No shares were exercised in 2001 and 27,000 shares were
exercised in the fiscal year ended June 30, 2000. No additional shares were
granted or canceled under the terms of this plan during the fiscal year ended
June 30, 2001.

         On December 11, 1998, the Company's stockholders approved a new stock
option plan, (the "1998 Collegiate Pacific Inc. Stock Option Plan"). The new
plan authorized the Company's Board of Directors to grant employees, directors
and consultants of the Company up to an aggregate of 400,000 shares of the
Company's common stock, $0.01 par value per share. The number of shares
available under the plan was increased to 1,000,000 upon approval by the
Company's stockholders on March 20, 2001.

         A summary of the Company's employee and director option and warrant
activity for the fiscal years ended June 30, 2001 and 2000 is as follows:


<Table>
<Caption>
                                                                       Weighted
                                                                        Average
                                                                       Exercise
                                               Warrants     Options     Price
                                               --------    --------    --------
<S>                                            <C>         <C>         <C>
Outstanding and exercisable at July 1, 1999      98,974      73,500    $   5.36

      Exercised                                 (98,974)    (28,000)       4.28
                                               --------    --------    --------

Outstanding and exercisable at June 30, 2000         --      45,500        8.48

      Granted                                        --     476,200        4.88

      Forfeited or cancelled                         --      (7,500)       7.68
                                               --------    --------    --------

Outstanding at June 30, 2001                         --     514,200    $   5.16
                                               ========    ========    ========

Exercisable at June 30, 2001                         --     456,200    $   5.13
                                               ========    ========    ========
</Table>

The weighted average fair value of options granted in fiscal 2001 was $4.33 per
share.



                                      -28-
<PAGE>   31

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


         The Company has adopted the disclosure provisions of Statement No. 123,
as discussed in Note 2, and continues to apply Opinion 25 for stock options
granted to employees. If the Company had recognized compensation expense based
upon the fair market at the date of grant for options granted to employees, the
effect on net loss and loss per share for the fiscal years ended June 30, 2001
and 2000 would have been as follows:

<Table>
<Caption>
                                           June 30,
                                 ----------------------------
                                     2001            2000
                                 ------------    ------------
<S>                              <C>             <C>
Net income (loss)
   As reported                   $      4,120    $   (949,373)
   Pro forma                       (1,993,466)       (949,373)
Income (loss) per common share
   As reported                   $       0.00    $      (0.26)
   Pro forma                     $      (0.47)   $      (0.26)
</Table>

         The fair value of these options was estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions: expected volatility of 140%; risk free interest rate of 4.9% to
6.2%; no dividend yield; and expected lives of five to seven years.

         The following table summarizes additional information about stock
options at June 30, 2001:

<Table>
<Caption>
                                   Outstanding                        Exercisable
                       -----------------------------------       ---------------------
                                   Weighted
                                   Average
                                  Remaining       Weighted                    Weighted
                                 Contractual      Average                     Average
                                     Life         Exercise                    Exercise
Exercise price          Shares    (In Years)       Price          Shares        Price
--------------         -------   -----------      --------       -------      --------
<S>                    <C>       <C>              <C>            <C>          <C>
    $1.25                5,000       1.0           $1.25           5,000        $1.25
     3.89-4.81         272,700       9.4            3.91         259,700         3.89
     6.13-7.50         200,000       9.4            6.19         155,000         6.13
     9.38               36,500       7.7            9.38          36,500         9.38
                       -------                                   -------
                       514,200                                   456,200
                       =======                                   =======
</Table>

         On May 26, 2000, each record holder of our common stock received a
special dividend from the Company of one warrant for each share of common stock
owned by the record holder. The Company issued the warrants pursuant to a
warrant agreement between the Company and Continental Stock Transfer and Trust
Company, Inc. Each warrant entitles the holder to purchase from the Company, for
cash, one share of common stock at $5.00 per share. The total number of warrants
issued was 4,244,607. The number of shares purchasable upon exercise of each
warrant and price per share may be adjusted under certain conditions. Holders
may exercise the warrants at any time on or before May 26, 2005, unless extended
by the Company. The warrants are callable and cancelable at a cancellation price
of $.10 per share of common stock purchasable



                                      -29-
<PAGE>   32

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000


upon exercise of the warrants. If the Company calls the warrants for
cancellation, holders may exercise the warrants at any time prior to the close
of business on the business day preceding the date fixed for cancellation.

(12)     LEASES

         The Company leases office and warehouse facilities located in Dallas,
Texas and Memphis, Tennessee under the terms of operating leases, which expire
at various dates through 2005. Rent expense approximated $311 thousand for the
fiscal year ended June 30, 2001, and $275 thousand for the fiscal year ended
June 30, 2000.

         Future minimum lease commitments on all operating leases with terms in
excess of one year are as follows:

<Table>
<S>                                   <C>
                2002                  266,028
                2003                  278,370
                2004                  285,228
                2005                  279,684
                2006                   89,532
                                   ----------

                                   $1,198,842
                                   ==========
</Table>

(13)     INCOME (LOSS) PER SHARE

         Summarized basic and diluted income (loss) per common share for the
years ended June 30, 2001 and 2000 are as follows:

<Table>
<Caption>
                                           2001                                   2000
                             ---------------------------------    ------------------------------------
                               Net                   Per Share                               Per Share
                             Income       Shares       Amount     Net Loss       Shares        Amount
                             ------     ---------    ---------    --------     ---------     ---------
<S>                          <C>        <C>          <C>          <C>          <C>           <C>
Basic Income
  (loss) per share           $4,120     4,253,850        0.00     (949,373)    3,641,109       (0.26)
Effect of
  dilutive options               --       506,091          --           --            --          --
                             ------     ---------    --------     --------     ---------      ------
Diluted income
  (loss) per share           $4,120     4,759,941        0.00     (949,373)    3,461,109       (0.26)
                             ======     =========    ========     ========     =========      ======
</Table>

For fiscal 2001 and 2000 stock options and warrants covering 2,316,262 and
4,328,107 shares, respectively, were excluded in the computations of diluted
income (loss) per share because their effect was antidilutive.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.



                                      -30-
<PAGE>   33

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CENTRAL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

         The information set forth under the heading "Director Information" and
         "Information Concerning Executive Officers" of the definitive proxy
         statement for our 2001 Annual Meeting of Shareholders is incorporated
         by reference in this Form 10-KSB Annual Report.

ITEM 10. EXECUTIVE COMPENSATION.

         The information set forth under the heading "Executive Compensation" of
         the definitive proxy statement for our 2001 Annual Meeting of
         Shareholders is incorporated by reference in this Form 10-KSB Annual
         Report.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information set forth under the heading "Stock Ownership" of the
         definitive proxy statement for our 2001 Annual Meeting of Shareholders
         is incorporated by reference in this Form 10-KSB Annual Report.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information set forth under the heading "Other Director and
         Executive Officer Information" of the definitive proxy statement for
         our 2001 Annual Meeting of Shareholders is incorporated by reference in
         this Form 10-KSB Annual Report.



                                      -31-
<PAGE>   34

                                     PART IV

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K.

A.       Exhibits.

         The following exhibits are filed as part of this report:

Exhibit
Number                              Exhibit

2.1      Stock Purchase Agreement dated August 18, 1997 with Michael J.
         Blumenfeld.(1)

3.1      Articles of Incorporation of the company filed on December 15, 1998.(3)

3.2      By-Laws of the company.(3)

3.3      Certificate of Amendment to Certificate of Incorporation of the company
         filed on January 18, 2000.(4)

4.1      Specimen Certificate of Common Stock, $0.01, par value, of the
         company.(3)

4.2      Specimen Common Stock Purchase Warrant.(4)

10.1     Warrant Agency Agreement dated as of June 4, 1993 between the company
         and Continental Stock Transfer & Trust Company, as Warrant Agent.(5)

10.2     Form of Underwriter's Unit Purchase Warrant of the company.(6)

10.3     Form of Underwriter's Warrant of the company.(6)

10.4     1994 Stock Option Plan of the company.(7)

10.5     Employee Restricted Stock Plan of the company.(8)

10.6     Lease dated July 1, 1997 between the company, as tenant, and
         Post-Valwood, Inc., as landlord.(9)

10.7     Exclusive Distribution Agreement dated February 24, 1998, between the
         company and Equipmart, Inc.(9)

10.8     Exclusive Distribution Agreement dated March 7, 1998, between the
         company and FunNets, Inc.(9)

10.9     Exclusive Distribution Agreement dated March 21, 1998, between the
         company and Pro Gym Equipment, Inc.(9)

10.10    1998 Collegiate Pacific Inc. Stock Option Plan.(2)

10.11    Credit Agreement, dated as of June 30, 1999, between Chase Bank of
         Texas, National Association, and the company for a $2,000,000 line of
         credit, and related documents.(10)

10.12    Promissory Note dated March 31, 1999 from the company to Michael J.
         Blumenfeld in the principal amount of $1,082,648.75.(10)



                                      -32-
<PAGE>   35

10.13    Warrant Agreement dated as of May 26, 2000, between the company and
         Continental Stock Transfer & Trust Company, as Warrant Agent, with the
         form of Common Stock purchase warrant attached.(4)

10.14    Stock Purchase Agreement dated September 7, 2000, by and between the
         company and Michael J. Blumenfeld.(11)

10.15    Waiver and Second Amendment to Credit Agreement dated as of September
         7, 2000, by and between Chase Bank of Texas, National Association and
         the company.(12)

10.16    Assumed Notes Payable dated September 6, 2000 executed by the company
         payable to Michael Blumenfeld and Abe Blumenfeld in the stated
         aggregate principal amount of $581,000.(12)

10.17    Fourth Amendment to Credit Agreement dated as of January 16, 2001, by
         and between The Chase Manhattan Bank and the company.(13)

10.18    First Amendment to Stock Option Plan.(14)

21       Subsidiaries List*

23       Consent of Grant Thornton LLP*

----------

* Filed Herewith

(1)  Previously filed as an exhibit to the company's Form 8-K/A filed on
     September 11, 1997.

(2)  Previously filed as an exhibit to the company's Definitive Proxy Statement
     for its Annual Meeting held on December 11, 1998.

(3)  Previously filed as an exhibit to the company's Form 8-A dated September 9,
     1999.

(4)  Previously filed as an exhibit to the company's Registration Statement on
     Form SB-2 (No. 333-34294) dated April 7, 2000, as amended.

(5)  Previously filed as an exhibit to the company's Form 8-A dated June 28,
     1993.

(6)  Previously filed as an exhibit to the company's Current Report on Form 8-K
     filed on July 12, 1993.

(7)  Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1994.

(8)  Previously filed as an exhibit to a Post-Effective Amendment to the
     company's Registration Statement on Form S-1, File No. 33-19770-NY.

(9)  Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1998.

(10) Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1999.

(11) Previously filed as an exhibit to the company's Report on Form 8-K filed on
     September 21, 2000.

(12) Previously filed as an exhibit to the company's Quarterly Report on Form
     10-QSB for the fiscal quarter ended September 30, 2000.

(13) Previously filed as an exhibit to the company's Quarterly Report on Form
     10-QSB for the fiscal quarter ended December 31, 2000.

(14) Previously filed as an exhibit to the company's Registration Statement on
     Form SB-2 (No. 333-34294)dated April 30, 2001.

B.       Reports on Form 8-K.

         None.



                                      -33-
<PAGE>   36

                                   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.

                                       COLLEGIATE PACIFIC INC.


September 28, 2001                     By: /s/ Michael J. Blumenfeld
                                          --------------------------------------
                                          Michael J. Blumenfeld,
                                          Chairman of the Board and Chief
                                          Executive Officer
                                          (Principal Executive Officer)

         Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on September 28, 2001.

<Table>
<Caption>
Signature                                                          Capacity
---------                                                          --------
<S>                                                        <C>
/s/ Michael J. Blumenfeld                                  Chairman of the Board and
----------------------------------                         Chief Executive Officer
Michael J. Blumenfeld

/s/ Adam Blumenfeld                                        President and Director
----------------------------------
Adam Blumenfeld

/s/ Arthur J. Coerver                                      Chief Operating Officer and
----------------------------------                         Director
Arthur J. Coerver

/s/ Harvey Rothenberg                                      Vice President Marketing
----------------------------------                         and Director
Harvey Rothenberg

/s/ William R. Estill                                      Chief Financial Officer,
----------------------------------                         Secretary and Treasurer
William R. Estill                                          (Principal Accounting and
                                                           Financial Officer)

/s/ Jeff Davidowitz                                        Director
----------------------------------
Jeff Davidowitz

/s/ Robert W. Hampton                                      Director
----------------------------------
Robert W. Hampton

/s/ William A. Watkins, Jr.                                Director
----------------------------------
William A. Watkins, Jr.
</Table>



                                      -34-
<PAGE>   37

                                  EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<S>      <C>
2.1      Stock Purchase Agreement dated August 18, 1997 with Michael J.
         Blumenfeld.(1)

3.1      Articles of Incorporation of the company filed on December 15, 1998.(3)

3.2      By-Laws of the company.(3)

3.3      Certificate of Amendment to Certificate of Incorporation of the company
         filed on January 18, 2000.(4)

4.1      Specimen Certificate of Common Stock, $0.01, par value, of the
         company.(3)

4.2      Specimen Common Stock Purchase Warrant.(4)

10.1     Warrant Agency Agreement dated as of June 4, 1993 between the company
         and Continental Stock Transfer & Trust Company, as Warrant Agent.(5)

10.2     Form of Underwriter's Unit Purchase Warrant of the company.(6)

10.3     Form of Underwriter's Warrant of the company.(6)

10.4     1994 Stock Option Plan of the company.(7)

10.5     Employee Restricted Stock Plan of the company.(8)

10.6     Lease dated July 1, 1997 between the company, as tenant, and
         Post-Valwood, Inc., as landlord.(9)

10.7     Exclusive Distribution Agreement dated February 24, 1998, between the
         company and Equipmart, Inc.(9)

10.8     Exclusive Distribution Agreement dated March 7, 1998, between the
         company and FunNets, Inc.(9)

10.9     Exclusive Distribution Agreement dated March 21, 1998, between the
         company and Pro Gym Equipment, Inc.(9)

10.10    1998 Collegiate Pacific Inc. Stock Option Plan.(2)

10.11    Credit Agreement, dated as of June 30, 1999, between Chase Bank of
         Texas, National Association, and the company for a $2,000,000 line of
         credit, and related documents.(10)

10.12    Promissory Note dated March 31, 1999 from the company to Michael J.
         Blumenfeld in the principal amount of $1,082,648.75.(10)

10.13    Warrant Agreement dated as of May 26, 2000, between the company and
         Continental Stock Transfer & Trust Company, as Warrant Agent, with the
         form of Common Stock purchase warrant attached.(4)
</Table>



<PAGE>   38

<Table>
<S>      <C>
10.14    Stock Purchase Agreement dated September 7, 2000, by and between the
         company and Michael J. Blumenfeld.(11)

10.15    Waiver and Second Amendment to Credit Agreement dated as of September
         7, 2000, by and between Chase Bank of Texas, National Association and
         the company.(12)

10.16    Assumed Notes Payable dated September 6, 2000 executed by the company
         payable to Michael Blumenfeld and Abe Blumenfeld in the stated
         aggregate principal amount of $581,000.(12)

10.17    Fourth Amendment to Credit Agreement dated as of January 16, 2001, by
         and between The Chase Manhattan Bank and the company.(13)

10.18    First Amendment to Stock Option Plan.(14).

21       Subsidiaries List*

23       Consent of Grant Thornton LLP*
</Table>

----------
 *   filed herewith

(1)  Previously filed as an exhibit to the company's Form 8-K/A filed on
     September 11, 1997.

(2)  Previously filed as an exhibit to the company's Definitive Proxy Statement
     for its Annual Meeting held on December 11, 1998.

(3)  Previously filed as an exhibit to the company's Form 8-A dated September 9,
     1999.

(4)  Previously filed as an exhibit to the company's Registration Statement on
     Form SB-2 (No. 333-34294) dated April 7, 2000, as amended.

(5)  Previously filed as an exhibit to the company's Form 8-A dated June 28,
     1993.

(6)  Previously filed as an exhibit to the company's Current Report on Form 8-K
     filed on July 12, 1993.

(7)  Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1994.

(8)  Previously filed as an exhibit to a Post-Effective Amendment to the
     company's Registration Statement on Form S-1, File No. 33-19770-NY.

(9)  Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1998.

(10) Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1999.

(11) Previously filed as an exhibit to the company's Report on Form 8-K filed on
     September 21, 2000.

(12) Previously filed as an exhibit to the company's Quarterly Report on Form
     10-QSB for the fiscal quarter ended September 30, 2000.

(13) Previously filed as an exhibit to the company's Quarterly Report on Form
     10-QSB for the fiscal quarter ended December 31, 2000.

(14) Previously filed as an exhibit to the company's Registration Statement on
     Form SB-2 (No. 333-34294)dated April 30, 2001.