<PAGE>

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


                           FORM 10-KSB/AMENDMENT No. 1
                                -----------------


                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2003

                             COLLEGIATE PACIFIC INC.

             (Exact name of registrant as specified in its charter)

                           COMMISSION FILE NO. 0-17293

             DELAWARE                                     22-2795073
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

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

                                 (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, $0.01 par value
                        Warrants to Acquire Common Stock


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

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 [ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]


Issuer's revenues for the fiscal year ended June 30, 2003 were $21,075,893.


The aggregate market value of voting stock held by non-affiliates of the
registrant is approximately $22,900,000. This amount was calculated by reducing
the total number of shares of voting 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 closing price for the registrant's common stock
on October 24, 2003, as reported on the American Stock Exchange. The information
provided shall in no way be construed as an 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 October 24, 2003, there were 5,689,764 shares of the issuer's common stock,
$0.01 par value, outstanding, and 2,920,003 common stock purchase warrants to
acquire shares of the issuer's common stock outstanding.


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




<PAGE>

                             COLLEGIATE PACIFIC INC.

                                  FORM 10-KSB/A

                         FISCAL YEAR ENDED JUNE 30, 2003

                                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    6
            Operations.

Item 7.     Consolidated Financial Statements.                                           15

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

Item 8A.    Controls and Procedures.                                                     30

PART III

Item 9.     Directors and Executive Officers of the Registrant.                          31

Item 10.    Executive Compensation.                                                      36

Item 11.    Security Ownership of Certain Beneficial Owners and Management               38
            and Related Stockholder Matters.

Item 12.    Certain Relationships and Related Transactions.                              39

Item 13.    Exhibits, List and Reports on Form 8-K.                                      40

Item 14.    Principal Accountant Fees and Services.                                      42

SIGNATURES                                                                               43
</TABLE>


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

CORPORATE HISTORY.


         Collegiate Pacific Inc. ("we," "us," "our," or the "Company") was
originally incorporated in Pennsylvania in 1987 under the name Drug Screening
Systems, Inc. ("DSSI"). On June 16, 1997, DSSI sold substantially all of its
assets and thereafter suspended all business operations.


         On February 17, 1998, we recommenced business operations by engaging in
the catalog and mail order distribution of sports equipment. This change in our
business was accomplished through the following steps:

         -     The Company sold a controlling interest in the Company, which
               consisted of 2,000,000 shares of our common stock, to Michael J.
               Blumenfeld and Adam Blumenfeld. 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
               purchased 1,960,000 shares and Adam Blumenfeld purchased 40,000
               shares;

         -     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. Michael J.
               Blumenfeld formed that company in 1997 to engage in the catalog
               and mail order distribution of sports equipment; and

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

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

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

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

         -     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 became
effective on July 21, 1999.

         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.

                                     - 1 -
<PAGE>

         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 2001," "fiscal 2002," "fiscal 2003" and "fiscal 2004" refer to our
fiscal years ended or ending, as the case may be, June 30, 2001, 2002, 2003, and
2004, respectively.

BUSINESS

         We are in the mail order marketing of sports equipment business. We
manufacture and distribute 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 3,200
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 our products to approximately 35,000
customers.

         Our master mailing list currently includes over 200,000 potential
customers, and we intend to distribute approximately 1.3 million catalogs and
fliers to this audience during fiscal 2004. Michael J. Blumenfeld, the Chief
Executive Officer of the Company with over 30 years of experience in the
industry, supervised the development of this mailing list, which is carefully
maintained, screened, and crosschecked. We subdivided our 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.

         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:

         -     shipment delays;

         -     fluctuation in exchange rates;

         -     increase in import duties;

         -     changes in customs regulations;

                                     - 2 -
<PAGE>

         -     adverse economic conditions in foreign countries; and

         -     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. We generally
experience lower revenues and higher expenses as a percentage of sales during
the first and second quarters of each fiscal year due to lower customer demand
during those periods. Generally, during the months between July and December of
each fiscal year there is a lower level of sports activities at our
institutional customers, a higher degree of adverse weather conditions, a
greater number of school recesses and we have to contend with the distractions
of the holiday season.

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 66 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 any organized labor organization or union, and we
believe our relations with our employees are generally good.

                                     - 3 -
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY.

We lease approximately 88,000 square feet in Farmers Branch, Texas, which we use
for our corporate headquarters and a warehouse facility. The lease for this
facility expires in October 2007. The Company also leases approximately 1,500
square feet in Memphis, Tennessee, which we use for a sales office. The lease
for this facility expires in 2005. Both of those facilities are in good
condition and we believe those 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>

                                     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 common stock 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.

<TABLE>
<CAPTION>
     COMMON STOCK        FISCAL 2003   FISCAL 2002
-----------------------  ------------  ------------
    CALENDAR PERIOD       LOW    HIGH   LOW   HIGH
-----------------------  -----  -----  -----  -----
<S>                      <C>    <C>    <C>    <C>
July 1 - September 30    $4.70  $6.15  $3.88  $5.65
October 1 - December 31   5.75   6.35   4.90   5.93
January 1 - March 31      4.15   5.92   5.00   7.12
April 1 - June 30         4.56   6.65   4.70   7.50
</TABLE>

<TABLE>
<CAPTION>
        WARRANTS         FISCAL 2003   FISCAL 2002
-----------------------  ------------  -----------
    CALENDAR PERIOD       LOW   HIGH    LOW   HIGH
-----------------------  -----  -----  -----  -----
<S>                      <C>    <C>    <C>    <C>
July 1 - September 30    $1.10  $1.75  $0.83  $0.83
October 1 - December 31   1.00   1.80   0.90   1.25
January 1 - March 31      0.65   1.29   1.00   2.65
April 1 - June 30         0.65   1.80   1.05   2.81
</TABLE>

         As of September 22, 2003, there were approximately 351 holders of
record of our common stock, and there were 4,570,014 shares of common stock
issued and outstanding and 4,028,062 common stock purchase warrants issued and
outstanding.

         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 anytime by the Company at a cancellation price of $0.05 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.

         On September 19, 2002, the Company announced for the first time that it
would pay a cash dividend of $0.02 per share on October 11, 2002, to all
shareholders of record on September 30, 2002. The Company also declared a
quarterly cash dividend of $0.02 per share on its outstanding common stock for
the fiscal quarters ended December 31, 2002 and March 31, 2003. The quarterly
dividend for the quarter ended June 30, 2003, was increased to $0.025 per share
on its outstanding common stock. Future dividends may be paid only when, as, and
if declared by the Company's Board of Directors in its sole discretion, 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. We currently do not anticipate paying any stock dividends in the
foreseeable future.

                                     - 5 -
<PAGE>

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

BACKGROUND

         Collegiate Pacific Inc. ("we," "us," "our," or the "Company") is in the
mail order marketing of sports equipment business. We manufacture and distribute
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 and other
recreational products, as well as provide after-sale customer service. We
currently market about 3,200 sports and recreational related equipment and
products to over 200,000 potential institutional, retail, Internet, and sporting
good dealer type customers. Since commencing operations in early 1998, we have
sold our products to approximately 35,000 customers. References herein to
"fiscal 2002," "fiscal 2003" and "fiscal 2004" refer to our fiscal years ended
or ending, as the case may be, June 30, 2002, 2003, and 2004, respectively.


FISCAL YEAR ENDED JUNE 30, 2003 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2002


         Net Sales. Net sales for the fiscal year ended June 30, 2003, increased
by approximately $4.2 million, or approximately 25.0%, compared to the same
period in 2002. We attribute the growth in net sales primarily to an increase in
the sale of manufactured products to all of our customers, an overall increase
in catalog sales, and a slight increase in dealer-related and camp-related
sales. We believe future net sales will continue to rise from current levels,
however, no assurances can be made that any future increases in net sales will
be at the same rate. We also believe that seasonality in our net sales will
continue to be a factor in future periods because of the budgeting procedures of
our customers and the seasonal demand for our products. As a result, we continue
to see an increase in demand for our products during the third and fourth
quarters of our fiscal year (January - June).

         Gross Profit. The Company's gross profit for the fiscal year ended June
30, 2003, increased by approximately $1.6 million, or approximately 25.0%,
compared to the same period in 2002. As a percentage of net sales, gross profit
was approximately 37.0% for each of the fiscal years ended June 30, 2003 and
2002. The increase in gross profit was primarily due to the increase in the
Company's net sales over the prior year.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the fiscal year ended June 30, 2003, increased by
approximately $1.5 million, or approximately 29%, compared to the same period in
2002. As a percentage of net sales, selling, general and administrative expenses
increased to approximately 32.4% from 31.4% for fiscal 2002. In anticipation of
achieving an increase in net sales, the Company increased selling, general and
administrative expenses as follows:

         -     we hired additional personnel hired to manage our increase in net
               sales, which increased our salary and personnel related costs by
               approximately $516 thousand;

         -     we mailed additional catalogs to existing and new customers, as
               well as an increased our distribution of fliers and promotional
               literature, which increased our advertising and trade show
               expenses by approximately $504 thousand;

         -     we increased our property, casualty, and liability insurance
               coverage, which increased our overall cost of insurance by
               approximately $70 thousand; and

         -     we leased additional warehouse space to support our increase in
               sales, which increased our rent and common ground maintenance
               expenses by approximately $143 thousand.

                                     - 6 -
<PAGE>

         Operating Profit. Operating profit increased by approximately $29
thousand for the fiscal year ended June 30, 2003, compared to the same period in
fiscal 2002. As a percentage of net sales, the operating profit decreased to
approximately 4.6% compared to 5.6% for the fiscal year ended June 30, 2002. The
slight decrease was primarily attributable to the increase in selling, general
and administrative expenses.

         Interest Expense. Interest expense decreased by approximately $56
thousand for the fiscal year ended June 30, 2003, compared to the fiscal year
ended June 30, 2002. As a percentage of net sales, interest expense was
approximately 0.4% and 0.8% for the fiscal years ended June 30, 2003 and 2002,
respectively. The decrease in interest expense was due to the net cash provided
by our operating activities during fiscal 2003 and fiscal 2002, which was used
to reduce the outstanding balance of the Company's borrowings, as well as lower
interest rates during fiscal 2003. Approximately $5 thousand of the interest
expense in fiscal 2003 and $86 thousand of the interest expense in fiscal 2002
was for interest paid on the note payable to Michael J. Blumenfeld. See
"Liquidity and Capital Resources."


         Income Taxes. The Company recorded an income tax benefit of
approximately $350 thousand for the fiscal year ended June 30, 2003, due to the
elimination of its valuation allowance on net deferred tax assets in the current
year. Based on the Company's operating results for the fiscal year ended June
30, 2003, and projections of future taxable income, management has determined
that it is more likely than not that the Company will realize its deferred tax
assets. Accordingly, the valuation allowance has been eliminated as at June 30,
2003. Income tax expense for the fiscal year ended June 30, 2003, would have
been approximately $330 thousand had the Company been fully taxed on its fiscal
2003 net income. The Company recorded no income taxes in fiscal 2002 due to its
valuation allowance being equal to its net deferred tax assets.


         Due to the elimination of the valuation allowance at June 30, 2003, the
Company will record tax expense on all future net income at the Company's
effective tax rate and, accordingly, income tax expense (benefit) and net income
after taxes in future periods may not be comparable to amounts recorded in
fiscal 2003 and fiscal 2002.

         Net Income. Net income increased by approximately $448 thousand or
55.6% for the fiscal year ended June 30, 2003, compared to the same period in
fiscal 2002. As a percentage of net sales, net income increased to approximately
5.9% for the fiscal year ended June 30, 2003 compared to 4.8% for the fiscal
year ended June 30, 2002. The increase was attributable to increased sales
activity, an increase in gross profit and the effect of the elimination of the
valuation allowance on all deferred tax assets during fiscal 2003, all of which
was partially offset by the increase in selling, general and administrative
expenses.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operations for the fiscal year ended June 30,
2003, was approximately $214 thousand, compared to net cash provided by
operations of approximately $867 thousand for the same period in 2002. The
decrease in cash flow provided by operations was due primarily to an increase in
our investment in working capital.

         The increase in cash and accounts receivable at June 30, 2003, compared
to June 30, 2002, was attributable to the increase in sales realized by the
Company during fiscal 2003, and the increase in inventory, accounts payable and
accrued expenses was primarily attributable to the Company's acquisition of
inventory to support the increased demand for its products during fiscal 2003.

         The Company used approximately $222 thousand in cash for investing
activities during fiscal 2003, the primary component of which was the purchase
of property and equipment. The Company expects to spend approximately $200
thousand for capital expenditures in fiscal 2004.

                                     - 7 -
<PAGE>

         The Company generated approximately $106 thousand in cash from
financing activities for the fiscal year ended June 30, 2003. Cash was used to
repay borrowings on the note payable to stockholder of approximately $353
thousand in August 2002, purchase treasury shares of approximately $120 thousand
and to pay quarterly dividends to its stockholders of approximately $257
thousand. The company borrowed $800 thousand to finance these activities and
issued common stock upon its receipt of approximately $37 thousand from the
exercise of stock options held by its employees.

         Current assets as of June 30, 2003, totaled approximately $7.1 million,
thereby providing the Company with working capital of approximately $5.1
million.

         The Company's principal external source of liquidity is its $5.0
million revolving line of credit with Bank of America, N.A. (the "Line of
Credit"). The Line of Credit matures on July 15, 2004, and is secured by all of
the Company's assets. At the Company's option, borrowings under the Line of
Credit bear interest at the prevailing prime rate plus 0.5% (4.75% at June 30,
2003) or 3 month LIBOR plus 3% (4.14% at June 30, 2003). The Line of Credit
permits the Company to borrow against up to 85% of its eligible accounts
receivable and 40% of its eligible inventory, but not to exceed $5 million. As
of June 30, 2003, approximately $800 thousand was outstanding under the Line of
Credit, leaving the Company with approximately $2.8 million of additional
availability under the terms of the borrowing base formula of the Line of
Credit. Approximately $2.5 million was available at June 30, 2002. The Line of
Credit contains customary covenants and the Company must maintain certain
financial ratios pertaining to its net worth and ratio of debt to net worth. The
Company is currently in compliance with all financial covenants and management
does not believe that the financial covenants set forth in the Line of Credit
will have an adverse impact on its operations or future plans.


         Since June 30, 2003, the Company has received approximately $6.3
million from the exercise of approximately 1,324,604 of the approximately
4,200,000 outstanding warrants that were issued as a dividend to all
stockholders of record on May 26, 2000. The per share exercise price of the
warrants is $5.00 per share and the warrants expire on May 26, 2005. If the
remaining 2,920,003 warrants were exercised, the Company would receive
approximately $14.6 million from the exercise of those warrants. No assurances,
however, can be made that any additional warrants will be exercised.



         On October 7, 2003, the Company announced that Michael J. Blumenfeld,
the Company's Chief Executive Officer, completed an offering on a firm
commitment basis directly to Roth Capital Partners, LLC, of 1,000,000 Warrants
held by Mr. Blumenfeld at a per warrant price of $1.95. Under the terms of the
offering, Roth Capital immediately exercised the Warrants and the Company issued
1,000,000 shares of Common Stock directly to Roth Capital. Roth Capital sold
these shares to institutional investors at a price of $6.95 per share. The
Company received $5,000,000, before commissions and expenses, from the exercise
of the Warrants. The Company paid a commission to Roth Capital of $450,000 in
connection with the sale of the Warrants in the offering and the issuance to
Roth Capital of the shares of Common Stock upon Roth Capital's exercise of the
Warrants. The Company intends to use the net proceeds it received from the
exercise of the Warrants for working capital and general corporate purposes, as
well as to finance any strategic acquisitions the Company may decide to pursue.






         We believe the Company will satisfy its short term and long-term
liquidity needs from borrowings under the Line of Credit, cash flows from
operations, and proceeds received from the exercise of outstanding warrants. We
may experience periods of higher borrowing under the Line of Credit 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.


APPLICATION OF CRITICAL ACCOUNTING POLICIES

         Our significant accounting policies are more fully described in Note 2
to our consolidated financial statements. However, certain of our accounting
policies are particularly important to the

                                     - 8 -
<PAGE>

portrayal of our financial position and results of operations and require the
application of significant judgment by our management. Management of the Company
is required to make certain estimates and assumptions during the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. These estimates and assumptions impact the reported
amount of assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the consolidated financial statements. They also
impact the reported amount of net income during any period. Actual results could
differ from those estimates. In applying those policies, our management uses its
judgment to determine the appropriate assumptions to be used in the
determination of certain estimates. Those estimates are based on our historical
experience, terms of existing contracts, our observance of trends in our
industry, information provided by our customers and information available from
other outside sources, as appropriate. Our significant accounting policies
include:

         Allowance for Doubtful Accounts. We have demonstrated the ability to
make reasonable and reliable estimates of allowances for doubtful accounts based
on significant historical experience. We have historically included an allowance
for doubtful accounts in our financial statements, which we believe is a
reasonable estimate of uncollectible accounts. Because estimating our
uncollectible accounts requires significant management judgment and that our use
of different estimates that we reasonably could have used would have an impact
on our reported accounts receivable balance, we believe that the accounting
estimate related to our allowance for doubtful accounts is a "critical
accounting estimate." Management of the Company has discussed the development
and selection of this critical accounting estimate with the audit committee of
our board of directors and the audit committee has reviewed the company's
disclosure relating to it in this MD&A.

         In preparing our financial statements for the fiscal year ended June
30, 2003, we estimated our allowance for doubtful accounts to be $121.1
thousand, and we reduced our accounts receivable by that amount. Our June 30,
2003 estimate for our allowance for doubtful accounts was approximately $25
thousand more than our estimate for the fiscal year ended June 30, 2002. Our
estimate of our allowance for doubtful accounts is based on our significant
historical experience with actual write-offs of uncollectible doubtful accounts.
In addition to the other considerations discussed above, our estimate of
doubtful accounts in future periods may change based on general economic
conditions that exist at the time we make our estimate. The increase in the
amount of our allowance for doubtful accounts for the fiscal year ended June 30,
2003 was due to the increase in accounts receivable at June 30, 2003 compared to
June 30, 2002.

         Deferred Taxes. Estimates of deferred income taxes and the significant
items giving rise to the deferred assets and liabilities reflect management's
assessment of actual future taxes to be paid on items reflected in the financial
statements, giving consideration to both timing and the probability of
realization. Actual income taxes could vary from these estimates due to future
changes in income tax law or based upon review of our tax returns by the IRS, as
well as operating results of the Company that vary significantly from budgets.
Because estimating our deferred taxes payable requires significant management
judgment and that our use of different estimates that we reasonably could have
used would have an impact on our reported deferred tax balances, we believe that
the accounting estimate related to our deferred income taxes is a "critical
accounting estimate." Management of the Company has discussed the development
and selection of this critical accounting estimate with the audit committee of
our board of directors and the audit committee has reviewed the company's
disclosure relating to it in this MD&A.

         Long-Lived Assets. We assess the recoverability of the carrying value
of long-lived assets periodically. If circumstances suggest that long-lived
assets may be impaired, and a review indicates that the carrying value will not
be recoverable, the carrying value is reduced to its estimated fair value. As of
June 30, 2003, the balance sheet includes approximately $800 thousand of
goodwill and intangible assets, net, and $550 thousand of fixed assets, net. The
Company has concluded that no impairment write-off is necessary. Because
estimating the recoverability of the carrying value of long-lived assets
requires significant management judgment and that our use of different estimates
that we reasonably could have used would have an impact on our reported net
long-lived assets, we believe that the accounting estimates

                                     - 9 -
<PAGE>

related to our impairment testing are "critical accounting estimates."
Management of the Company has discussed the development and selection of this
critical accounting estimate with the audit committee of our board of directors
and the audit committee has reviewed the company's disclosure relating to it in
this MD&A.

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 entered into the catalog and mail-order distribution
of sporting goods business only five years ago. The Company generated net income
of approximately $1.3 million and $805 thousand for fiscal 2003 and fiscal 2002,
respectively.

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

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

         -     provide products at competitive prices;

         -     respond to competitive developments; and

         -     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 continue to maintain 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:

                                     - 10 -
<PAGE>

         -     substantially greater financial resources;

         -     a larger customer base; and

         -     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:

         -     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;

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

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

                                     - 11 -
<PAGE>

         -     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 may need to seek additional third-party
financing to raise additional capital needed to support any future growth. 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 performance 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 Michael J. 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 inability to attract and retain additional qualified employees,
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, which are located primarily in the Far East. In
addition, we believe that many of the products we purchase from our domestic
suppliers are manufactured overseas.

         Accordingly, we are subject to the risks of international business,
including:

         -     shipment delays;

         -     fluctuation in exchange rates;

         -     increases in import duties;

         -     changes in customs regulations;

         -     adverse economic conditions in foreign countries; and

         -     political turmoil.

         The occurrence 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.

                                     - 12 -
<PAGE>


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:

         -     shipment delays caused by such carriers;

         -     labor strikes by the employees of such carriers;

         -     increases in delivery cost, postage rate increase; and

         -     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.




VOLATILITY OF STOCK PRICE

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

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

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

         -     quarterly variations in operating results; and

         -     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 affect
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.
We currently have 714,900 outstanding 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 was exercised and the stock
issued were immediately sold into the public market.


                                     - 13 -
<PAGE>

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

         As of September 22, 2003, there were 726,600 options and 4,028,062
warrants outstanding and held by shareholders and certain third parties to
purchase 4,754,662 shares of Common Stock. The options and warrants have
exercise prices ranging from $3.88 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 could have a dilutive impact on other
shareholders by decreasing their ownership percentage of the Company's
outstanding common stock.

         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 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 $0.05 per Warrant at anytime. 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.




NO ASSURANCES THAT WARRANTS WILL BE EXERCISED


         Our ability to obtain additional equity capital from the exercise of
outstanding Warrants is dependent upon whether or not holders of outstanding
Warrants exercise their Warrants and we cannot assure you that any additional
warrants will be exercised. If we do not obtain adequate funds from the exercise
of Warrants, we may have to seek additional third party financing to raise
additional capital needed to support any future growth.


                                     - 14 -
<PAGE>

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, 2003 and 2002                  17
Consolidated Statements of Income for the years ended June 30, 2003
and 2002                                                                  18
Consolidated Statement of Stockholders' Equity for the years ended
June 30, 2003 and 2002                                                    19
Consolidated Statements of Cash Flows for the years ended June 30, 2003
and 2002                                                                  20
Notes to Consolidated Financial Statements                                21
</TABLE>


                                     - 15 -
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Stockholders and Board of Directors of Collegiate Pacific Inc.

         We have audited the accompanying consolidated balance sheets of
Collegiate Pacific Inc. and Subsidiary as of June 30, 2003 and 2002, and the
related consolidated statements of income, 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 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 Subsidiary as of June 30, 2003 and 2002, 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 15, 2003

                                     - 16 -
<PAGE>
                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2003 AND 2002



<TABLE>
<CAPTION>
                                                                       2003         2002
                                                                    ----------   ----------
<S>                                                                 <C>          <C>
                           ASSETS
Current assets:
     Cash and cash equivalents                                      $  365,713   $  267,362
     Accounts receivable, net of allowance for doubtful accounts
      of $121,139 in 2003 and $96,181 in 2002                        2,702,551    1,990,997
     Inventories                                                     3,691,615    2,984,803
     Prepaid expenses and other current assets                         218,030      149,442
     Current portion of deferred income taxes                          102,171           --
                                                                    ----------   ----------
         Total current assets                                        7,080,080    5,392,604

Property, plant and equipment, net of accumulated depreciation
  of $629,205 in 2003 and $445,635 in 2002                             541,055      502,275
Other assets:
     License agreements, net of accumulated amortization of
        $118,915 in 2003 and $82,759 in 2002                           116,514      152,670
     Goodwill                                                          544,375      544,375
     Deferred income taxes                                             304,646           --
     Other assets, net                                                 238,654      260,798
                                                                    ----------   ----------

         Total assets                                               $8,825,324   $6,852,722
                                                                    ==========   ==========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                               $1,642,732   $1,154,398
     Accrued expenses                                                  205,505      128,648
     Dividends payable                                                 107,704           --
     Income taxes payable                                               54,789           --
     Other current liabilities                                              --        7,553
                                                                    ----------   ----------
         Total current liabilities                                   2,010,730    1,290,599

Line of credit                                                         800,000           --
Notes payable to stockholders                                               --      353,063
                                                                    ----------  -----------

         Total liabilities                                           2,810,730    1,643,662

Stockholders' equity:
    Common stock, $.01 par value; authorized 50,000,000 shares,
    Issued: 4,308,169 in 2003 and 4,300,659 in 2002                     43,082       43,007
     Additional paid-in capital                                      6,387,090    6,607,546
     Retained earnings(accumulated deficit)                            201,065     (945,080)
     Treasury shares, at cost: 80,326 shares in 2003 and 59,526
     Shares in 2002                                                   (616,643)    (496,413)
                                                                    ----------   ----------
         Total stockholders' equity                                  6,014,594    5,209,060
                                                                    ----------   ----------
         Total liabilities and stockholders' equity                 $8,825,324   $6,852,722
                                                                    ==========   ==========
</TABLE>

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

                                     - 17 -
<PAGE>

                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                   2003           2002
                                                                -----------   -----------
<S>                                                             <C>           <C>
Net sales                                                       $21,075,893   $16,901,125
Cost of sales                                                    13,268,532    10,654,442
                                                                -----------   -----------

             Gross profit                                         7,807,361     6,246,683

Selling, general and administrative expenses                      6,839,005     5,307,390
                                                                -----------   -----------

             Operating profit                                       968,356       939,293
                                                                -----------   -----------

Other income (expense):
     Interest expense                                               (84,525)     (140,888)
     Interest income                                                  3,200            63
     Miscellaneous                                                   17,186         7,020
                                                                -----------   -----------

             Total other expense                                    (64,139)     (133,805)
                                                                -----------   -----------

Income before provision for income taxes                            904,217       805,488

Income tax benefit                                                 (349,632)           --
                                                                -----------   -----------

             Net income                                         $ 1,253,849   $   805,488
                                                                ===========   ===========

Weighted average shares of common stock outstanding - basic       4,225,784     4,225,213
                                                                ===========   ===========
Weighted average shares of common stock outstanding - diluted     4,669,574     4,669,008
                                                                ===========   ===========
Net income per share of common stock - basic                    $      0.30   $      0.19
                                                                ===========   ===========
Net income per share of common stock - diluted                  $      0.27   $      0.17
                                                                ===========   ===========
</TABLE>

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

                                     - 18 -
<PAGE>

                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


<TABLE>
<CAPTION>
                                         COMMON STOCK

                                                              ADDITIONAL   RETAINED EARNINGS
                                                               PAID-IN       (ACCUMULATED
                                    SHARES        AMOUNT       CAPITAL         DEFICIT)
                                   ---------   -----------   -----------     -----------
<S>                                <C>         <C>           <C>           <C>
Balances at July 1, 2001           4,264,773   $    42,648   $ 6,452,278      $(1,750,568)

Issuance of stock for
 Cash                                 20,000           200        64,400               --

Purchase of stock for cash                --            --            --               --

Issuance of stock for                 15,886           159        90,868               --
amendment to license agreement

Payment of notes
receivable from
Stockholder                               --            --            --               --

Net income                                --            --            --          805,488

                                   ---------   -----------   -----------      -----------
Balances at June 30, 2002          4,300,659        43,007     6,607,546         (945,080)

Issuance of stock for
 Cash                                  7,510            75        36,455               --

Cash dividends                            --            --      (256,911)        (107,704)

Purchase of stock
for cash                                  --            --            --               --

Net income                                --            --            --        1,253,849

                                   ---------   -----------   -----------      -----------
Balances at June 30, 2003          4,308,169   $    43,082   $ 6,387,090      $   201,065
                                   =========   ===========   ===========      ===========
</TABLE>



<TABLE>
<CAPTION>
                                        TREASURY SHARES
                                                                 RECEIVABLE
                                                                    FROM
                                     SHARES         AMOUNT       STOCKHOLDER      TOTAL
                                   -----------   -----------      ---------    -----------
<S>                                <C>           <C>             <C>           <C>
Balances at July 1, 2001                36,226   $  (366,470)     $  (4,995)   $ 4,372,893

Issuance of stock for
 Cash                                       --            --             --         64,600

Purchase of stock for cash              23,300      (129,943)            --       (129,943)

Issuance of stock for
amendment to license agreement              --            --             --         91,027

Payment of notes
receivable from
Stockholder                                 --            --          4,995          4,995

Net income                                  --            --             --        805,488

                                   -----------   -----------      ---------    -----------
Balances at June 30, 2002               59,526      (496,413)            --      5,209,060

Issuance of stock for
 Cash                                       --            --             --         36,530

Cash dividends                              --            --             --       (364,615)

Purchase of stock
for cash                                20,800      (120,230)            --       (120,230)

Net income                                  --            --             --      1,253,849

                                   -----------   -----------      ---------    -----------
Balances at June 30, 2003          $    80,326   $  (616,643)     $      --    $ 6,014,594
                                   ===========   ===========      =========    ===========
</TABLE>


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

                                      -19-

<PAGE>

                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                          2003           2002
                                                                          ----           ----
<S>                                                                   <C>            <C>
Cash flows from operating activities:
     Net income                                                       $ 1,253,849    $   805,488
     Adjustments to reconcile net income to net cash
       provided by operating activities:
        Depreciation                                                      183,571        187,209
        Amortization                                                       58,300         60,984
        Bad debt expense                                                   78,373         53,116
        Deferred income taxes                                            (406,817)            --
        Change in operating assets and liabilities:
            Accounts receivable                                          (789,927)      (247,034)
            Inventories                                                  (706,812)      (197,634)
            Prepaid expenses and other current assets                     (68,588)        (3,114)
            Other assets, net                                              (7,553)            --
            Accounts payable                                              488,334        212,269
            Accrued expenses                                               76,857          4,458
            Income taxes payable                                           54,789             --
            Other liabilities                                                  --         (8,591)
                                                                      -----------    -----------
                Net cash provided by operating activities                 214,376        867,151
                                                                      -----------    -----------

Cash flows from investing activities:
     Purchase of property and equipment                                  (222,351)      (166,012)
     Cash received from notes receivable from stockholders                     --          4,995
                                                                      -----------    -----------

                Net cash used in investing activities                    (222,351)      (161,017)
                                                                      -----------    -----------

Cash flow from financing activities:
     Net change in revolving line of credit                               800,000       (420,000)
     Payments on notes payable to stockholders                           (353,063)      (302,937)
     Payment of dividends                                                (256,911)            --
     Cash paid for treasury shares                                       (120,230)      (129,943)
     Proceeds from issuance of common stock                                36,530         64,600
                                                                      -----------    -----------
                Net cash provided by (used in) financing activities       106,326       (788,280)
                                                                      -----------    -----------

                          Increase (decrease) in cash                      98,351        (82,146)
Cash and cash equivalents at beginning of year                            267,362        349,508
                                                                      -----------    -----------

Cash and cash equivalents at end of year                              $   365,713    $   267,362
                                                                      ===========    ===========

Noncash investing and financing activities:
      Common stock issued for amendment to license agreement          $        --    $    91,027
                                                                      ===========    ===========
Cash payments for:
     Income taxes                                                     $        --    $        --
                                                                      ===========    ===========
     Interest                                                         $    84,525    $   162,071
                                                                      ===========    ===========
</TABLE>

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

                                      -20-

<PAGE>


                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002



(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.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

         The consolidated financial statements include the accounts of CPI and
its wholly owned subsidiary Kesmil Manufacturing, Inc. ("KM" and, together with
CPI, 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, accounts receivable and notes
payable. Cash deposits are placed with high credit quality financial
institutions to minimize risk. Accounts receivable are unsecured. The fair value
of these financial instruments approximate their carrying values due to their
short-term nature or their index tied to market rates.

ESTIMATES AND ASSUMPTIONS

         Management uses estimates and assumptions in preparing 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 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.

ACCOUNTS RECEIVABLE

         The Company's accounts receivable are due primarily from customers in
the institutional and sporting goods dealer market. Credit is extended based on
evaluation of each customer's financial condition and, generally collateral is
not required except on credit extension to international customers. Accounts
receivable are generally due within 30 days and are stated in amounts due from
customers net of an allowance for doubtful accounts. Accounts outstanding longer
than contractual payment terms are considered past due. The Company records an
allowance on a specific basis by considering a number of factors, including the
length of time the trade accounts receivable are past due, the Company's
previous loss history, the customer's current ability to pay its obligation to
the Company, and the condition of the general economy and the industry as a
whole. The Company writes-off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are
credited against write-offs in the period the payment is received.

         Changes in the Company's allowance for uncollectible accounts for the
years ended June 30, 2003 and 2002 are as follows:


                                      -21-

<PAGE>






                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002





<TABLE>
<CAPTION>
                                            Year Ended June 30,
                                            -------------------
                                             2003         2002
                                             ----         ----
<S>                                       <C>          <C>
Beginning balance                         $  96,181    $  87,187
Bad debt expense                             78,373       53,116
Accounts written off, net of recoveries     (53,415)     (44,122)
                                          ---------    ---------
Ending balance                            $ 121,139    $  96,181
                                          =========    =========
</TABLE>

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 expensed as incurred and significant
renewals and betterments are capitalized.

GOODWILL

         Goodwill represents the excess of the purchase price paid and
liabilities assumed over the estimated fair market value of assets acquired.
Goodwill is tested for impairment annually and whenever there is an impairment
indicator. Impairment will be recognized if the fair value of goodwill is less
than the carrying amount of the goodwill.

LICENSE AGREEMENTS AND TRADEMARKS

         License agreements represent amounts paid to acquire exclusive
distribution rights for specific products and are amortized over their estimated
useful lives of 5 to 10 years.

         Trademarks represent amounts paid to acquire the rights to brand
specific products or categories of products with recognizable brands in certain
sporting good categories and are amortized over 15 years.

VALUATION OF LONG-LIVED ASSETS

The Company periodically evaluates the carrying value of depreciable and
amortizable long-lived assets whenever events or changes in circumstances
indicate that the carrying amount may not be fully recoverable. If the total of
the expected future undiscounted cash flows is less than the carrying amount of
the asset, a loss is recognized based on the amount by which the carrying value
exceeds the asset's fair value.

STOCK BASED COMPENSATION

         At June 30, 2003, the Company has a stock-based employee compensation
plan, which is described more fully in Note 9. The Company accounts for the plan
under the recognition and measurement principles of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations. No stock-based compensation cost is reflected in net income, as
all options granted under the plan had an exercise price equal to the market
price of the underlying common stock on the date of grant. The following table
illustrates the effect on net income

                                      -22-

<PAGE>


                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


and income per share if the Company had applied the fair value recognition
provisions of Financial Accounting Standards Board ("FASB") SFAS No. 123,
"Accounting for Stock-based Compensation," to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                   Year Ended June 30,
                                                   -------------------
                                                   2003            2002
                                                   ----            ----
<S>                                             <C>            <C>
Net income, as reported                         $  1,253,849   $   805,488
Stock based compensation expense recorded       $         --   $        --
Deduct: Total stock-based employee
  compensation expense determined using
  the fair value based method for all awards,
  net of related tax effects                      (1,109,690)      (98,325)
                                                ------------   -----------
Pro forma income                                $    144,159   $   707,163
                                                ============   ===========

Income per share:
   Basic - as reported                          $       0.30   $      0.19

   Basic - pro forma                            $       0.03   $      0.17

   Diluted - as reported                        $       0.27   $      0.17

   Diluted - pro forma                          $       0.03   $      0.15
</TABLE>

INCOME TAXES

         The Company utilizes the asset and liability approach in its reporting
for income taxes. Deferred income tax assets and liabilities are computed 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.

ADVERTISING

         Advertising expenses for the fiscal years ended June 30, 2003 and 2002
were approximately $1.8 million and $1.3 million, respectively. No advertising
costs were capitalized at June 30, 2003 or 2002.

INCOME PER SHARE

         Basic income per common share is computed by dividing the net income by
the weighted average number of shares of common stock outstanding. Diluted
income 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 its shipment of inventory to
customers. A provision is made for returns, which are based upon historical
rates of return experienced by the Company.

                                      -23-

<PAGE>


                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


SHIPPING AND HANDLING COSTS

         Shipping and handling costs are included in cost of sales.

(3)      INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                           June 30,
                           --------
                       2003         2002
                       ----         ----
<S>                <C>          <C>
Raw materials      $  310,871   $  232,064
Work in progress       83,229       42,587
Finished goods      3,297,515    2,710,152
                   ----------   ----------
                   $3,691,615   $2,984,803
                   ==========   ==========
</TABLE>

(4)      PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                June 30,
                                                --------
                                          2003           2002
                                          ----           ----
<S>                                    <C>            <C>
Fixtures and equipment                 $   796,203    $   597,763
Manufacturing equipment                    374,057        350,147
                                       -----------    -----------
        Total property and equipment     1,170,260        947,910
Less accumulated depreciation             (629,205)      (445,635)
                                       -----------    -----------
        Property and equipment, net    $   541,055    $   502,275
                                       ===========    ===========
</TABLE>

(5)      INTANGIBLE ASSETS

Intangible assets consist of the following:


<TABLE>
<CAPTION>
                                                                                 June 30,
                                                          -----------------------------------------------------
                                                                    2003                          2002
                                                          --------------------------   ------------------------
                                                             Gross                        Gross
                                                           carrying     Accumulated     carrying   Accumulated
        Amortizable intangible assets                        value      Amortization      value    amortization
        -----------------------------------------         ---------   ---------------   ---------    ---------
<S>                                                       <C>         <C>               <C>        <C>
     License agreements                                   $ 235,429   $       118,915   $ 235,429    $  82,759
     Trademarks                                             330,642           108,090     330,642       86,048
                                                          ---------   ---------------   ---------    ---------
Total amortizable intangible assets                       $ 566,071   $       227,005   $ 566,071    $ 168,807
                                                          =========   ===============   =========    =========
Intangible assets not subject to amortization
---------------------------------------------
     Goodwill                                             $ 544,375   $            --   $ 544,375    $      --
                                                          =========    ==============   =========    =========
</TABLE>


Amortization expense related to intangible assets totaled approximately $58
thousand and $61 thousand during the years ended June 30, 2003 and 2002,
respectively. The aggregate estimated amortization expense for intangible assets
for each of the fiscal years ending June 30 is as follows:

                                      -24-

<PAGE>


                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


<TABLE>
<CAPTION>
Year ended
 June 30,
---------
<S>                <C>
   2004            $ 49,066
   2005              49,066
   2006              32,171
   2007              31,146
   2008              31,146
</TABLE>

(6)      LINE OF CREDIT

         On August 22, 2002, the Company and Bank of America, N.A. agreed to
amend the terms of the Company's existing revolving line of credit (the "Line of
Credit") by increasing the line from $2.5 million to $5.0 million and extending
the term of the facility to July 15, 2004. The Line of Credit allows the Company
to borrow up to 85% of its eligible accounts receivable and up to 40% of its
eligible inventories. This facility includes a provision for letters of credit.
At the Company's option, borrowings under the Line of Credit bear interest at
the prevailing prime rate plus 0.5% (4.75% at June 30, 2003) or LIBOR plus 3%.
As of June 30, 2003, approximately $800 thousand was outstanding under the Line
of Credit, leaving the Company with approximately $2.8 million of additional
availability under the terms of the borrowing base formula of the Line of
Credit. Approximately $2.5 million was available at June 30, 2002. The Line of
Credit contains customary covenants and the Company must maintain certain
financial ratios pertaining to its net worth and ratio of debt to net worth. The
Company is currently in compliance with all financial covenants and management
does not believe that the financial covenants set forth in the Line of Credit
will have an adverse impact on its operations or future plans.

(7)      FEDERAL INCOME TAXES

         The temporary differences that give rise to the deferred tax assets or
liabilities are as follows:

<TABLE>
<CAPTION>
                                           June 30,
                                    ----------------------
                                      2003         2002
                                    ---------    ---------
<S>                                 <C>          <C>
Deferred tax assets
  Accounts receivable               $  44,821    $  32,702
  Inventories                          26,236       23,807
  Net operating loss carryforward     361,842      383,782
  Other                                 2,379        1,496
                                    ---------    ---------
Total deferred tax assets             435,278      441,787

Deferred tax liabilities
  Property and equipment              (25,491)     (21,867)
  Intangible assets                    (2,970)          --
                                    ---------    ---------
Total deferred tax liabilities        (28,461)     (21,867)
                                    ---------    ---------

Net deferred taxes                    406,817      419,920
Valuation allowance                        --     (419,920)
                                    ---------    ---------
  Net deferred tax assets           $ 406,817    $      --
                                    =========    =========
</TABLE>

         Based on the Company's operating results and projections of future
taxable income, management has determined that it is more likely than not the
Company will realize its deferred tax assets. Accordingly, at June 30, 2003, the
Company eliminated the valuation allowance on its net deferred tax assets.

                                      -25-

<PAGE>


                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


         Deferred tax assets and liabilities included in the balance sheet are
as follows:

<TABLE>
<CAPTION>
                                     June 30,
                                     --------
                                  2003        2002
                                ---------   --------
<S>                             <C>         <C>
Current deferred tax asset      $ 102,171   $      -
Noncurrent deferred tax asset     304,646          -
                                ---------   --------

                                $ 406,817   $      -
                                =========   ========
</TABLE>

                     The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                     Year ended June 30,
                    --------------------
                      2003         2002
                    ---------   --------
<S>                 <C>         <C>
Federal
   Current          $  40,080   $     -
   Deferred          (373,832)        -
State
   Current             17,105         -
   Deferred           (32,985)        -
                    ---------  --------

                    $(349,632) $      -
                    =========  ========
</TABLE>

         Following is a reconciliation of income taxes at the Federal statutory
rate to income tax expense:

<TABLE>
<CAPTION>
                                                           Year ended  June 30,
                                                          ---------------------
                                                            2003         2002
                                                          ---------    ---------
<S>                                                       <C>          <C>
Tax expense at the Federal statutory rate                 $ 307,433    $ 273,866
Change in valuation allowance                              (419,920)    (309,425)
Increase in available net operating loss carry-forwards    (259,237)          --
Other                                                         4,987       11,636
State income taxes                                           17,105       23,923
                                                          ---------    ---------
Income tax expense (benefit)                              $(349,632)   $      --
                                                          =========    =========
</TABLE>

         At June 30, 2003, the Company had net operating loss carry-forwards,
which related to pre-1998 operations of the former Drug Screening Systems, Inc.
("DSSI"), the predecessor to the Company. Because of the ownership change rules
of the Internal Revenue Code (the "Code"), the Company's ability to use the DSSI
net operating loss carryforwards are limited to approximately $1 million, in
accordance with the provisions of the Code, and expire in 2011. The increase in
available net operating loss carry-forwards relates to the DSSI net operating
loss carry-forwards.

(8)      RELATED PARTY TRANSACTIONS

         During each of the fiscal years ended June 30, 2003 and 2002, the
Company paid the majority stockholder of the Company approximately $5 and $86
thousand, respectively, in interest on notes payable assumed in conjunction with
the purchase of KM. The Company repaid the note payable to the majority
stockholder in full in August 2002.

                                      -26-
<PAGE>


                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


(9)      STOCK OPTIONS AND WARRANTS

         On December 11, 1998, the Company's stockholders approved a new stock
option plan, (the "1998 Collegiate Pacific Inc. Stock Option Plan"). This 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 options vest in full upon the
employee's one-year anniversary date of employment with the Company or the award
date if the employee has been employed for at least one year on the grant date.
The number of shares available under the 1998 Collegiate Pacific Inc. Stock
Option 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 activity for
the fiscal years ended June 30, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                        Weighted
                                                                        Average
                                                                        Exercise
                                                         Options         Price
                                                         -------         -----
<S>                                                     <C>            <C>
Outstanding at July 1, 2001                             514,200             5.16

        Granted                                          15,000             4.11

        Exercised                                       (20,000)            3.23

        Forfeited or cancelled                          (11,000)            7.26
                                                        -------

Outstanding at June 30, 2002                            498,200             5.16

        Granted                                         292,200             5.46

        Exercised                                        (7,500)            4.86

        Forfeited or cancelled                          (10,000)            7.57
                                                        -------

Outstanding at June 30, 2003                            772,900        $    5.25
                                                        =======        =========

Exercisable at June 30, 2002                            456,200        $    5.13
                                                        =======        =========

Exercisable at June 30, 2003                            769,900        $    5.24
                                                        =======        =========
</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 100% for fiscal 2003, and 121% for fiscal
2002; risk-free interest rates of 3.10% for fiscal 2003, and 4.76% for fiscal
2002; dividend yield of 2.0% to 0% for fiscal 2003 and fiscal 2002,
respectively, and expected lives of five years.


         The weighted average fair value of options granted in fiscal 2003 and
2002 was $3.80 and $3.45 per share, respectively.


                                      - 27 -
<PAGE>


                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


         The following table summarizes additional information about stock
options at June 30, 2003:

<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>
  $3.88-4.81      266,700             7.8                $3.90            266,700          $3.90
  $4.90-6.13      474,700             8.6                $5.73            471,700          $5.73
       $9.38       31,500             5.7                $9.38             31,500          $9.38
                  -------                                                 -------
                  772,900                                                 769,900
                  =======                                                 =======
</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 anytime by the
Company at a cancellation price of $0.05 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. At
June 30, 2003, 10 warrants had been exercised.

(10)     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 2008. Rent expense approximated $339 thousand for the
fiscal year ended June 30, 2003, and $269 thousand for the fiscal year ended
June 30, 2002.

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

<TABLE>
<CAPTION>
 Year ended
  June 30,
  -------
<S>                   <C>
   2004               $  357,996
   2005                  352,452
   2006                  341,364
   2007                  341,364
   2008                  115,788
                      ----------

                      $1,508,964
                      ==========
</TABLE>

(11)     INCOME PER SHARE

         Summarized basic and diluted income per common share for the years
ended June 30, 2003 and

                                     - 28 -
<PAGE>


                             COLLEGIATE PACIFIC INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


2002 are as follows:

<TABLE>
<CAPTION>
                                     Year Ended June 30, 2003                      Year Ended June 30, 2002
                           -----------------------------------------       ----------------------------------------
                               Net                         Per share         Net                          Per share
                             income        Shares           amount          income          Shares          amount
                           ----------     ---------        ---------       --------        ---------      ---------
<S>                        <C>            <C>              <C>             <C>             <C>            <C>
Basic income
 per share                 $1,253,849     4,225,784        $    0.30       $805,488        4,225,213      $  0.19
Effect of dilutive
options
and warrants                       --       443,790            (0.03)            --          443,795        (0.02)
                           ----------     ---------        ---------       --------        ---------      -------
Diluted income
 per share                 $1,253,849     4,669,574        $    0.27       $805,488        4,669,008      $  0.17
                           ==========     =========        =========       ========        =========      =======
</TABLE>

For fiscal 2003 and 2002, stock options and warrants covering 274,875 and
2,430,229 shares, respectively, were excluded in the computations of diluted
income per share because their effect was antidilutive.

                                     - 29 -
<PAGE>

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

                  None.

ITEM 8A. CONTROLS AND PROCEDURES.


         Based upon their evaluation of the Company's disclosure
controls and procedures, the Company's Chief Executive Officer and Chief
Financial Officer believe the Company's disclosure controls and procedures (as
defined in Section 240.13a-15(e) or Section 240.15d-15(e) of the General
Rules and Regulations of the Securities Exchange Act of 1934) are effective as
of June 30, 2003.


                                       30
<PAGE>

                                    PART III

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




















DIRECTOR INFORMATION



Set forth below is biographical and other information about the persons who will
make up the Board following the fiscal 2004 annual meeting, assuming election of
the nominees:



<TABLE>
<S>                                  <C>
MICHAEL J. BLUMENFELD                Mr. Blumenfeld has served as the company's
Age: 57                              Chairman of the Board and Chief Executive
Director since February 1998         Officer since February 1998. Mr. Blumenfeld
No Board Committees                  served as President of the company from
                                     February 1998 to January 2000. From July
                                     1997 until February 1998, Mr. Blumenfeld
                                     served as President and Chief Executive
                                     Officer of Collegiate Pacific, Inc., a Texas
                                     corporation, that sold all of its assets to
                                     the company in February 1998. From 1992
                                     until November 1996, Mr. Blumenfeld served
                                     as Chairman of the Board and Chief Executive
                                     Officer of Sport Supply Group, Inc., a
                                     company engaged in the direct mail marketing
                                     of sports related equipment. Mr. Blumenfeld
                                     is Adam Blumenfeld's father.

ADAM BLUMENFELD                      Mr. Blumenfeld is the company's President
Age: 33                              and has served in that capacity since
Director since January 2000          joining the company in January 2000. From
No Board Committees                  January 1998 through December 1999, Mr.
                                     Blumenfeld was Vice President of Sales an
                                     Marketing of Sport Supply Group, Inc., a
                                     company engaged in the direct mail
                                     marketing of sports related equipment. Mr
                                     Blumenfeld's other positions with Sport
                                     Supply Group included Vice President of
                                     Youth Sales from January 1995 to January
                                     1998, and Director of Youth Sales from
                                     August 1993 to December 1994. Mr.
                                     Blumenfeld is Michael Blumenfeld's son.

ARTHUR J. COERVER                    Mr. Coerver is the company's Chief
Age: 60                              Operating Officer and has served in that
Director since February 1998         capacity since joining the company in
No Board Committees                  February 1998. From 1991 through 1997, Mr.
                                     Coerver was Vice President of Sales and
                                     Marketing of Sport Supply Group, Inc., a
                                     Company engaged in the direct mail
                                     marketing of sports related equipment.
</TABLE>


                                      31
<PAGE>


<TABLE>
<S>                                  <C>
HARVEY ROTHENBERG                    Mr. Rothenberg has served as the company's
Age: 61                              Vice President of Marketing and served in
Director since December 1998         that capacity since February 1998. From
No Board Committees                  1977 to 1998, Mr. Rothenberg served as Vice
                                     President of Sales for Sports Supply Group,
                                     Inc., a company engaged in the direct mail
                                     marketing of sports related equipment.

JEFF DAVIDOWITZ                      Mr. Davidowitz is the President of Penn
Age: 47                              Footwear, a private investment company and
Director since June 1994             has served in that capacity since 1991.
Board Committees: Audit and
Stock Option

WILLIAM H. WATKINS, JR.              Mr. Watkins is a partner in the public
Age: 62                              accounting firm of Watkins Uiberall, PLLC,
Director since February 1998         and has served in that capacity since 1971.
Board Committees: Audit and Stock    Since 1994, Mr. Watkins has also served as
Option                               a member of the Tennessee Board of Regents
                                     and as the board's Chairman of Finance and
                                     Administration. Since July 2003, he has
                                     also served as the Chairman of the Board of
                                     BKR International's Americas region.

ROBERT W. HAMPTON                    Mr. Hampton is Group Vice-President of
Age: 56                              Jones International, Ltd. Since 1985, Mr.
Director since March 2001            Hampton has held various executive
Board Committees: Audit and          positions at Jones International, Ltd., a
Stock Option                         holding company whose subsidiaries conduct
                                     business in several areas including cable
                                     television programming, radio programming,
                                     advertising sales representation, education
                                     and software development. Prior to joining
                                     Jones International, Ltd., Mr. Hampton held
                                     various management positions at Xerox
                                     Corporation.
</TABLE>


                                      32
<PAGE>


INFORMATION CONCERNING EXECUTIVE OFFICERS



Background information about the Company's executive officers who are not
nominees for election as a director is set forth below:



<TABLE>
<S>                                  <C>
WILLIAM R. ESTILL                    Mr. Estill has served as the Company's
Age 54                               Chief Financial Officer since July 1999.
                                     From December 1997 to February 1999, Mr.
                                     Estill served as Vice President of Finance
                                     for FWT, Inc., a manufacturer of
                                     telecommunications structures.

CHADD H. EDLEIN                      Mr. Edlein has served as the Company's Vice
Age 33                               President Corporate Development since July
                                     1997.
</TABLE>


                                      33
<PAGE>


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Section 16(a) of the Exchange Act of 1934, as amended, requires the company's
executive officers and directors and persons who own more than ten percent of a
registered class of the company's equity securities (collectively, the
"Reporting Persons") to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish the company with copies of
these reports. The company believes that all filings required to be made by the
Reporting Persons during the fiscal year ended June 30, 2003 were made on a
timely basis.



COMMITTEES



The Board maintains two standing committees: Audit and Stock Option.



Audit Committee. The Audit Committee's primary duties include (1) appointing the
independent accountants and determining the appropriateness of their fees, (2)
reviewing the scope and results of the audit plans of the independent
accountants and internal auditors, (3) overseeing the scope and adequacy of
internal accounting control and record-keeping systems, (4) reviewing the
objectivity, effectiveness and resources of the internal audit function and (5)
conferring independently with the independent accountants. Messrs. Davidowitz,
Hampton and Watkins are members of the Audit Committee. Our Board of Directors
has determined that William H. Watkins, Jr., one of our directors and the
Chairman of the Audit Committee, is a financial expert, as defined by the
Securities Exchange Act of 1934, and is independent, as defined in Section
121(A) of the AMEX's listing standards.



Stock Option Committee. The main responsibility of the Stock Option Committee is
to administer the 1998 Collegiate Pacific Inc. Stock Option Plan.



The Board of Directors does not have a standing nominating committee,
compensation committee, or any other committee performing similar functions. The
functions customarily attributable to a nominating committee or a compensation
committee are performed by the Board of Directors as a whole.



AUDIT COMMITTEE REPORT



The audit functions of the Audit Committee are focused on three areas:



    -    the adequacy of the company's internal controls and financial reporting
         process and the reliability of the company's financial statements;



    -    the independence and performance of the company's independent auditors;
         and



    -    the company's compliance with legal and regulatory requirements.



We meet with management periodically to consider the adequacy of the company's
internal controls and the objectivity of its financial reporting. We discuss
these matters with the company's independent auditors and with appropriate
company financial personnel. We regularly meet privately with the independent
auditors, who have unrestricted access to the committee. We also recommend to
the Board the appointment of the independent auditors and review periodically
their performance and independence from management. In addition, the committee
reviews the company's financing plans and reports recommendations to the full
Board for approval and to authorize action.


                                      -34-

<PAGE>


The Directors who serve on the committee are all "Independent" for purposes of
the American Stock Exchange listing standards. That is, the Board of Directors
has determined that none of us has a relationship with Collegiate Pacific that
may interfere with our independence from Collegiate Pacific and its management.
The Board has adopted a written charter setting out the audit related functions
the committee is to perform.



Management has primary responsibility for the company's financial statements and
the overall reporting process, including the company's system of internal
controls. The independent auditors audit the annual financial statements
prepared by management, express an opinion as to whether those financial
statements fairly present the financial position, results of operations and cash
flows of the company in conformity with generally accepted accounting principles
and discuss with us any issues they believe should be raised with us. We
reviewed the company's audited financial statements for the fiscal year ended
June 30, 2003, with both management and Grant Thornton LLP, the company's
independent auditors, to discuss those financial statements. Management
represented to us that the financial statements were prepared in accordance with
generally accepted accounting principles.



We received from and discussed with Grant Thornton LLP the written disclosure
and the letter required by Independence Standards Board Standard No. 1,
(Independence Discussions with Audit Committees). These items relate to that
firm's independence from the company. We also discussed with Grant Thornton any
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).



Based on these reviews and discussions, we recommended to the Board that the
company's audited financial statements for the fiscal year ended June 30, 2003,
be included in its Annual Report on Form 10-KSB for filing with the Securities
and Exchange Commission. The Committee also recommended the reappointment,
subject to stockholder approval, of the independent auditors, and the Board of
Directors concurred in such recommendation.



Submitted by the Audit Committee of the company's Board of Directors.



                                         Jeff Davidowitz
                                         Robert W. Hampton
                                         William H. Watkins, Jr., Chairman



CODE OF ETHICS



The Board of Directors adopted a Code of Ethics on September 22, 2003, that
applies to all of the company's officers, directors and employees. A copy of the
company's Code of Ethics was filed as an exhibit to the company's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 2003, a copy of which is being
distributed to all stockholders of record along with its Proxy Statement for the
fiscal 2004 annual meeting. In addition, the text of the Code of Ethics has been
posted on the company's World Wide Web site (www.cpacsports.com).


                                      -35-

<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.



SUMMARY COMPENSATION TABLE



The following table summarizes the total compensation, for each of the last
three fiscal years, earned by the Named Executive Officers -- Mr. Michael
Blumenfeld the Chief Executive Officer and the four other executive officers who
earned over $100,000 and who were serving as an executive officer at the end of
fiscal 2003.



                           SUMMARY COMPENSATION TABLE



<TABLE>
<CAPTION>

                                                                                  LONG-TERM
                                                                                COMPENSATION
                                                       ANNUAL COMPENSATION      ------------
                                                       -------------------       SECURITIES
                                          FISCAL                                 UNDERLYING
NAME AND PRINCIPAL POSITIONS               YEAR            SALARY ($)             OPTIONS
----------------------------               ----            ----------             -------
<S>                                       <C>              <C>                  <C>
  Michael J. Blumenfeld                    2003             172,000                 25,000
    Chairman of the Board and              2002             160,000                     --
    Chief Executive Officer                2001             140,000                 95,000

  Adam Blumenfeld                          2003             162,000                 50,000
    President                              2002             150,000                     --
                                           2001             138,650                 45,000

  Harvey Rothenberg                        2003             125,000                 25,000
    Vice President, Marketing              2002             115,000                     --
                                           2001             105,400                 40,000

  Arthur J. Coerver                        2003             136,000                 25,000
    Chief Operating Officer                2002             128,000                     --
                                           2001             118,200                 40,000

  William Estill                           2003             160,000                 40,000
    Chief Financial Officer                2002             152,500                     --
                                           2001             151,800                 40,000
</TABLE>


                                      -36-

<PAGE>


STOCK OPTIONS



The following table sets forth certain information about the stock option awards
that were made to the Named Executive Officers during fiscal 2003. All of these
options are transferable to family members under specified conditions.



                        OPTION GRANTS IN LAST FISCAL YEAR



<TABLE>
<CAPTION>
                                                  Percentage of Total
                            Number of Shares       Options Granted to
                               Underlying             Employees in          Exercise Price
          Name               Options Granted          Fiscal Year              Per Share           Expiration Date
<S>                         <C>                   <C>                       <C>                    <C>
Michael J. Blumenfeld            25,000                  18.1%                   $6.08                 6/24/13

Adam Blumenfeld                  25,000                  18.1%                    6.08                 6/24/13
                                 25,000                  16.2%                    4.90                 7/26/12

Harvey Rothenberg                10,000                   7.2%                    6.08                 6/24/13
                                 15,000                   9.7%                    4.90                 7/26/12

Arthur J. Coerver                10,000                   7.2%                    6.08                 6/24/13
                                 15,000                   9.7%                    4.90                 7/26/12

William Estill                   20,000                  14.5%                    6.08                 6/24/13
                                 20,000                  13.0%                    4.90                 7/26/12
</TABLE>



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



<TABLE>
<CAPTION>
                                        Number of Shares                 Value of Unexercised
                                     Underlying Unexercised            In-The Money Options (1)
                                   Options at Fiscal Year-End             at Fiscal Year-End
                                   --------------------------         --------------------------
          Name                     Exercisable  Unexercisable         Exercisable  Unexercisable
<S>                                <C>          <C>                   <C>          <C>
Michael J. Blumenfeld                130,000          0                $ 231,750        $0

Adam Blumenfeld                       95,000          0                  137,500         0

Harvey Rothenberg                     68,000          0                   97,650         0

Arthur J. Coerver                     69,000          0                   97,650         0

William Estill                        80,000          0                  112,100         0
</TABLE>



(1)      Amounts were calculated using the closing price of Collegiate Pacific's
         common stock on the last trading day of the fiscal year ($6.65).


                                      -37-

<PAGE>


DIRECTOR COMPENSATION



Messrs. Michael and Adam Blumenfeld, Coerver, and Rothenberg, who are the
directors that are also Collegiate Pacific employees, do not receive any
additional compensation for serving on the Board of Directors.



Annual Retainer Fee. Each non-employee director receives an annual retainer fee
of $7,500. The director receives that amount in cash. Also, each director
receives an annual grant of options to acquire 2,500 shares of the company's
common stock with an exercise price equal to the prevailing market price of the
company's common stock on the date granted.



Other Benefits. Collegiate Pacific reimburses directors for the reasonable
expenses associated with attending Board meetings and provides them with
liability insurance coverage for their activities as directors of Collegiate
Pacific.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.



The following table sets forth certain information, as of October 24, 2003,
about the ownership of Collegiate Pacific common stock by the directors and
executive officers. The company knows of no persons other than Messrs. Michael
Blumenfeld and Adam Blumenfeld, who own more than 5% of the total number of
shares outstanding. Unless otherwise indicated, each person named below holds
sole investment and voting power over the shares shown.



<TABLE>
<CAPTION>
                                                                                                        TOTAL AS A
                                                           OPTIONS/WARRANTS                           PERCENTAGE OF
                                         NUMBER OF           EXERCISABLE             TOTAL                SHARES
                                          SHARES              WITHIN 60            BENEFICIAL          OUTSTANDING
      BENEFICIAL OWNER                     OWNED                 DAYS              OWNERSHIP        (IF 1% OR MORE)(a)
      ----------------                     -----                 ----              ---------        ------------------
<S>                                      <C>               <C>                     <C>              <C>
Michael J. Blumenfeld                    2,165,207             751,407             2,916,614             45.3%
13950 Senlac Drive, Suite 100
Dallas, TX 75234

Adam Blumenfeld                            242,100             332,100               574,200              9.5%
13950 Senlac Drive, Suite 100
Dallas, TX  75234

Jeff Davidowitz                            140,302(b)           50,502               190,804              3.3%
Arthur J. Coerver                           36,790(c)          107,790(c)            144,580              2.5%
William H. Watkins, Jr.                     43,803(d)           54,803(d)             98,606              1.7%
Harvey Rothenberg                           17,117(e)           77,217(e)             94,334              1.7%
Robert W. Hampton                               --               7,500                 7,500               --
Chadd Edlein                                14,000              60,000                74,000              1.5%
William R. Estill                               --              80,000                80,000              1.3%

Directors and executive
  officers as a group (9 persons)        2,659,319           1,521,319             4,180,638             58.6%
</TABLE>


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


a   -    Based on the number of shares outstanding (5,689,764) at the close of
         business on October 24, 2003.


                                      -38-

<PAGE>


b   -    Includes (i) 34,751 shares and 34,751 shares issuable upon exercise
         of a warrant held by Penn Footwear Retirement Trust of which Mr.
         Davidowitz is a trustee, (ii) 67,551 shares and 3,751 shares issuable
         upon exercise of a warrant held by JIBS Equities of which Mr.
         Davidowitz is a general partner, (iii) 9,000 shares held by Penn
         Footwear of which Mr. Davidowitz is President and a shareholder, (iv)
         4,000 shares held by Oldfield Company of which Mr. Davidowitz is
         President and a shareholder, (v) 10,000 shares held by DVD Partners of
         which Mr. Davidowitz is a general partner, and (vi) 10,000 shares held
         by 3D Partners of which Mr. Davidowitz is general partner.



c   -    Includes (i) 6,060 shares held in trust for the benefit of Mr.
         Coerver, (ii) 1,212 shares held in trust for the benefit of Mr.
         Coerver's spouse, and (iii) 30,303 shares issuable upon exercise of a
         warrant held in trust for the benefit of Mr. Coerver.



d   -    Includes 30,303 shares held in trust for the benefit of Mr. Watkins
         and 30,303 shares issuable upon exercise of a warrant held in trust for
         the benefit of Mr. Watkins.



e   -    Includes (i) 1,687 shares and 1,687 shares issuable upon exercise of
         a warrant held in trust for the benefit of Mr. Rothenberg's minor
         child, (ii) 3,430 shares held in trust for the benefit of Mr.
         Rothenberg, (iii) 4,500 shares issuable upon exercise of employee stock
         options held by Mr. Rothenberg's spouse, and (iv) 3,030 shares issuable
         upon exercise of a warrant held in trust for the benefit of Mr.
         Rothenberg.



                      EQUITY COMPENSATION PLAN INFORMATION



<TABLE>
<CAPTION>
                                                                                                       NUMBER OF SECURITIES
                                                                                                      REMAINING AVAILABLE FOR
                                NUMBER OF SECURITIES TO BE                                         FUTURE ISSUANCE UNDER EQUITY
                                  ISSUED UPON EXERCISE OF     WEIGHTED-AVERAGE EXERCISE                 COMPENSATION PLANS
                                   OUTSTANDING OPTIONS,     PRICE OF OUTSTANDING OPTIONS          (EXCLUDING SECURITIES REFLECTED
        PLAN CATEGORY              WARRANTS AND RIGHTS           WARRANTS AND RIGHTS                      IN COLUMN (a))
        -------------              -------------------      ----------------------------          -------------------------------
                                            (a)                          (b)                                    (c)
<S>                             <C>                         <C>                                   <C>
Equity Compensation Plans                 714,900                       $5.25                                 203,600
Approved by Security Holders

Equity Compensation Plans Not                  --                          --                                   --
Approved by Security Holders
                                        ---------                     -------                                --------
            Total                         714,900                       $5.25                                 203,600
</TABLE>



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



On September 7, 2000, the company acquired the stock of Kesmil Manufacturing,
Inc., a manufacturing company owned by Michael J. Blumenfeld, the majority
stockholder and Chief Executive Officer of the company, for the assumption of
approximately $581,000 in notes payable to the stockholder and a stockholder and
relative of Mr. Blumenfeld, and the assumption of other liabilities of
approximately $400,000. These notes are subordinate to Collegiate Pacific's line
of credit, are not secured by any of the company's assets and mature in August
2004. The notes payable to stockholders bear interest at the rate of 12% per
annum and are payable in quarterly installments of approximately $36,000.
Collegiate Pacific was, prior to the acquisition, the sole customer of the
acquired company. Because the former sole stockholders of Kesmil also owned a
majority of Collegiate Pacific's outstanding common stock, the acquisition was
accounted for in a manner similar to a pooling of interests. During fiscal 2000,
the company purchased approximately $1,000,000 of certain inventory items from
Kesmil.



On October 7, 2003, Michael J. Blumenfeld, the Company's Chief Executive
Officer, sold on a firm commitment basis directly to Roth Capital Partners, LLC,
1,000,000 warrants at a per warrant price of $1.95. Under the terms of the
offering, Roth Capital immediately exercised the warrants and the


                                      -39-

<PAGE>


company issued 1,000,000 shares of its common stock directly to Roth Capital.
Roth Capital sold these shares to institutional investors at a price of $6.95
per share. Collegiate Pacific received $5,000,000, before commissions and
expenses, from the exercise of the warrants. The company paid a commission to
Roth Capital of $450,000 in connection with the sale of the warrants in the
offering and the issuance to Roth Capital of the shares of common stock upon
Roth Capital's exercise of the warrants.


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

A.       Exhibits.

         The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>
Exhibit
Number                              Exhibit
------                              -------
<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     Lease dated July 1, 1997 between the company, as tenant, and
         Post-Valwood, Inc., as landlord.(5)

10.2     Exclusive Distribution Agreement dated February 24, 1998, between the
         company and Equipmart, Inc.(5)

10.3     Exclusive Distribution Agreement dated March 7, 1998, between the
         company and FunNets, Inc.(5)

10.4     Exclusive Distribution Agreement dated March 21, 1998, between the
         company and Pro Gym Equipment, Inc.(5)

10.5     1998 Collegiate Pacific Inc. Stock Option Plan.(2)

10.6     Revolving Line of Credit Agreement dated December 26, 2001, by and
         between Bank of America, N.A. and the company.(6)

10.7     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)

10.8     Stock Purchase Agreement dated September 7, 2000, by and between the
         company and Michael J. Blumenfeld.(7)
</TABLE>

                                      -40-

<PAGE>

<TABLE>
<S>      <C>
10.9     First Amendment to Stock Option Plan. (8)

10.10    First Amendment to Revolving Line of Credit dated July 15, 2002, by and
         between Bank of America, N.A. and the company.(9)

10.11    Second Amendment to Revolving Line of Credit dated August 22, 2002, by
         and between Bank of America, N.A. and the company.(9)

14.      Code of Ethics*

21.      Subsidiaries of the company*

23.      Consent of Grant Thornton LLP*

31.1     Section 302 Certification of Principal Executive Officer*

31.2     Section 302 Certification of Principal Financial Officer*

32.      Section 906 Certifications of Principal Executive and Financial
         Officers**
</TABLE>

------------------
*        Filed herewith

**       Furnished 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 Annual Report on Form
         10-KSB for the fiscal year ended June 30, 1998.

(6)      Previously filed as an exhibit to the company's Annual Report on Form
         10-QSB for the fiscal quarter ended December 31, 2001.

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

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


(9)      Previously filed as an exhibit to the Company's Annual Report on Form
         10-KB for the fiscal year ended June 30, 2002.


                                      -41-

<PAGE>

B.       Reports on Form 8-K.

         None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         AUDIT FEES


         Audit fees billed by Grant Thornton LLP for the review and audit of the
Company's annual financial statements included in the Company's annual report on
Form 10-KSB for the fiscal years ended June 30, 2003, and June 30, 2002, and
Grant Thornton LLP's review of the Company's interim financial statements
included in the Company's Quarterly Reports on Form 10-QSB during the fiscal
years ended June 30, 2003, and June 30, 2002, totaled approximately $41 thousand
for fiscal 2003 and $37 thousand for fiscal 2002.


         AUDIT RELATED FEES

         The aggregate fees billed by Grant Thornton LLP for assurance and
related services that were reasonably related to the performance of the audit or
review of Collegiate Pacific's financial statements and that were not included
under the heading "Audit Fees" above totaled approximately $2 thousand for
fiscal 2003 and $7 thousand for fiscal 2002.

         TAX FEES

         The aggregate fees billed by Grant Thornton LLP for professional
services rendered for tax compliance, tax advice, and tax planning were
approximately $13 thousand for fiscal 2003 and $15 thousand for fiscal 2002 and
consisted primarily of preparing the Company's Federal and state income tax
returns for such periods.

         ALL OTHER FEES

         Grant Thornton LLP did not bill for any products or services other than
the services reported under the headings "Audit Fees," "Audit-Related Fees," and
"Tax Fees" above.

                                      -42-

<PAGE>

                                   SIGNATURES

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

                                   COLLEGIATE PACIFIC INC.


October 28, 2003                   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 October 28, 2003.



<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 H. Watkins, Jr.                     Director
------------------------------------
William H. Watkins, Jr.
</TABLE>

                                      -43-

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number                              Exhibit
------                              -------
<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     Lease dated July 1, 1997 between the company, as tenant, and
         Post-Valwood, Inc., as landlord.(5)

10.2     Exclusive Distribution Agreement dated February 24, 1998, between the
         company and Equipmart, Inc.(5)

10.3     Exclusive Distribution Agreement dated March 7, 1998, between the
         company and FunNets, Inc.(5)

10.4     Exclusive Distribution Agreement dated March 21, 1998, between the
         company and Pro Gym Equipment, Inc.(5)

10.5     1998 Collegiate Pacific Inc. Stock Option Plan.(2)

10.6     Revolving Line of Credit Agreement dated December 26, 2001 by and
         between Bank of America, N.A. and the company.(6)

10.7     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)

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

10.9     First Amendment to Stock Option Plan.(8)

10.10    First Amendment to Revolving Line of Credit dated July 15, 2002, by and
         between Bank of American, N.A. and the company.(9)

10.11    Second Amendment to Revolving Line of Credit dated August 22, 2002, by
         and between Bank of America, N.A. and the company.(9)

14.      Code of Ethics.*

21.      Subsidiaries of the Company.*
</TABLE>

<PAGE>


<TABLE>
<S>      <C>
23.      Consent of Grant Thornton LLP*

31.1     Section 302 Certification of Principal Executive Officer*

31.2     Section 302 Certification of Principal Financial Officer*

32       Section 906 Certifications of Principal and Financial Officers**

</TABLE>



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

*    Filed herewith



**   Furnished 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 Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1998.

(6)  Previously filed as an exhibit to the company's Annual Report on Form
     10-QSB for the quarter ended December 31, 2001.

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

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


(9)  Previously filed as an exhibit to the company's Annual Report on form
     10-KSB for the fiscal period ended June 30, 2002.