<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-KSB

                                   ----------

                   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. [ ]

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 $23,082,054. 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 September 22, 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 September 22, 2003, there were 4,570,014 shares of the issuer's common stock,
$0.01 par value, outstanding, and 4,028,062 common stock purchase warrants to
acquire shares of the issuer's common stock outstanding.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the issuer's Proxy Statement for the Annual Meeting of Stockholders
to be held on or about December 17, 2003 (to be filed) are incorporated by
reference into Part III of this Form 10-KSB.


<PAGE>

                             COLLEGIATE PACIFIC INC.
                                   FORM 10-KSB
                         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          7
                            Operations.

  Item 7.                   Consolidated Financial Statements.                                                 17

  Item 8.                   Changes in and Disagreements With Accountants on Accounting and Financial
                            Disclosure.                                                                        32

  Item 8A.                  Controls and Procedures.                                                           32

  PART III

  Item 9.                   Directors and Executive Officers of the Registrant.                                33

  Item 10.                  Executive Compensation.                                                            33

  Item 11.                  Security Ownership of Certain Beneficial Owners and Management                     33
                            and Related Stockholder Matters.

  Item 12.                  Certain Relationships and Related Transactions.                                    33

  Item 13.                  Exhibits, List and Reports on Form 8-K.                                            34

  Item 14.                  Principal Accountant Fees and Services.                                            36

  SIGNATURES                                                                                                   37
</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:

         o        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;

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

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

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

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

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

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

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

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

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

         o        shipment delays;

         o        fluctuation in exchange rates;

         o        increase in import duties;


                                      -2-
<PAGE>

         o        changes in customs regulations;

         o        adverse economic conditions in foreign countries; and

         o        political turmoil.

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

SEASONAL NATURE OF BUSINESS

         We anticipate that our revenues will peak in the third and fourth
quarters of each fiscal year due primarily to the budgeting procedures of many
of our customers and the seasonal demand for our products. 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>

                      EQUITY COMPENSATION PLAN INFORMATION

                                  June 30, 2003

<Table>
<Caption>
                                                                                                   Number of securities
                                                                                                  remaining available for
                                      Number of Securities to be     Weighted average exercise     future issuance under
                                       issued upon exercise of         price of outstanding       equity compensation plans
                                         outstanding options,          options, warrants and        (excluding securities
                                          warrants and rights                 rights               reflected in column (a))
                                                 (a)                           (b)                           (c)
                                       -------------------------     -------------------------    --------------------------
<S>                                    <C>                           <C>                          <C>
Equity compensation plans
approved by securities
holders ..........................                       772,900     $                    5.25                       203,600
Equity compensation plans not
approved by securities
holders ..........................                            --                            --                            --

Total ............................                       772,900     $                    5.25                       203,600
</Table>


                                      -6-
<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,
YMCA's, YWCA's 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 our 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. The
Company's fiscal year ends on June 30. References herein to "fiscal 2002,"
"fiscal 2003" and "fiscal 2004" refer to our fiscal years ended or ending 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:

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

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

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

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

         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


                                      -7-
<PAGE>

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.

         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


                                      -8-
<PAGE>

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 $1.1
million from the exercise of 216,544 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 4,028,062 warrants were
exercised, the Company would receive approximately $20.1 million from the
exercise of those warrants. No assurances, however, can be made that any
additional warrants will be exercised.

         As announced by the Company in a press release dated September 8, 2003,
Michael J. Blumenfeld, the Company's Chief Executive Officer and majority
shareholder, is in discussions with Roth Capital Partners, LLC about selling on
a firm commitment basis directly to Roth Capital, 1,000,000 of the approximately
1,760,000 warrants currently held by Mr. Blumenfeld. Those 1,000,000 warrants
entitle the holder to purchase an aggregate of 1,000,000 shares of Collegiate
Pacific common stock. The Registration Statement on Form SB-2 (No. 333-34294),
which became effective on April 7, 2000, covers the issuance and resale of the
warrants and underlying common stock, including Mr. Blumenfeld's sale of his
warrants.

         Under the proposed terms of the transaction with Roth Capital, Roth
Capital will agree to purchase and immediately exercise the warrants and the
company will issue 1,000,000 shares of its common stock directly to Roth
Capital. If this transaction occurs, and all 1,000,000 warrants are sold and
exercised, Collegiate Pacific will receive $5,000,000, before commissions and
expenses. Roth Capital intends to sell the shares of Collegiate Pacific common
stock that it receives upon its exercise of the warrants to investors at to be
determined prices. The Company, Roth Capital and Mr. Blumenfeld have not yet
entered into any definitive agreement with respect to the sale of any warrants
or common stock by Mr. Blumenfeld and we cannot assure you that the proposed
transaction will ever be consummated.

         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 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


                                      -9-
<PAGE>

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 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.


                                      -10-
<PAGE>

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:

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

         o        provide products at competitive prices;

         o        respond to competitive developments; and

         o        attract, retain, and motivate qualified personnel.

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

         In addition, our limited operating history makes it difficult or
impossible to predict future operating results. We cannot give you any assurance
that our revenues will increase or even continue at their current level, or that
we will 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:

         o        substantially greater financial resources;

         o        a larger customer base; and


                                      -11-
<PAGE>

         o        greater name recognition within the industry.

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

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

RAW MATERIALS

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

ACCOUNTS RECEIVABLE

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

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY

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

MANAGING POTENTIAL GROWTH

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

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

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

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

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


                                      -12-
<PAGE>

         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:

         o        shipment delays;

         o        fluctuation in exchange rates;

         o        increases in import duties;

         o        changes in customs regulations;

         o        adverse economic conditions in foreign countries; and

         o        political turmoil.

         The 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.

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


                                      -13-
<PAGE>

many risks, including:

         o        shipment delays caused by such carriers;

         o        labor strikes by the employees of such carriers;

         o        increases in delivery cost, postage rate increase; and

         o        other adverse economic conditions.

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

CONTROL BY MAJOR STOCKHOLDER

         Michael J. Blumenfeld, Chairman and Chief Executive Officer of
Collegiate Pacific, currently owns 2,170,607 shares or 48% of our common stock,
and holds options and a Warrant convertible into 1,639,407 additional shares of
the Company's voting Common Stock. If Mr. Blumenfeld were to exercise his
outstanding options and Warrants, he would own approximately 62% of our common
stock. As a result, Michael J. Blumenfeld has the power to initiate or block
corporate actions such as an amendment to the Company's Certificate of
Incorporation, the consummation of any merger, or the sale of all or
substantially all of the assets of the Company. In addition, Michael J.
Blumenfeld may control the election of directors and any other action requiring
stockholder approval.

VOLATILITY OF STOCK PRICE

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

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

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

         o        quarterly variations in operating results; and

         o        general economic and market conditions.

         Historically, the weekly trading volume of our common stock has been
relatively small. Any material increase in public float could have a significant
impact on the price of the common stock. In addition, the stock market has
occasionally experienced extreme price and volume fluctuations that often 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.


                                      -14-
<PAGE>

OUTSTANDING STOCK OPTIONS

         Outstanding options may have an effect on the price of our securities.
We currently have 726,600 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 were exercised and the stock
issued was immediately sold into the public market.

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.


                                      -15-
<PAGE>

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. Further, we cannot assure you that the proposed
transaction between Michael J. Blumenfeld and Roth Capital Partners, LLC will
ever be consummated. 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.


                                      -16-
<PAGE>

ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS.

<Table>
<Caption>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
Index to Consolidated Financial Statements                                                 17
Report of Independent Certified Public Accountants                                         18
Consolidated Balance Sheets as of June 30, 2003 and 2002                                   19
Consolidated Statements of Income for the years ended June 30, 2003
and 2002                                                                                   20
Consolidated Statement of Stockholders' Equity for the years ended
June 30, 2003 and 2002                                                                     21
Consolidated Statements of Cash Flows for the years ended June 30, 2003
and 2002                                                                                   22
Notes to Consolidated Financial Statements                                                 23
</Table>


                                      -17-
<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


                                      -18-
<PAGE>

                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2003 AND 2002

                                     ASSETS

<Table>
<Caption>
                                                                        2003           2002
                                                                     -----------     -----------
<S>                                                                  <C>             <C>
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
                                                                     ===========     ===========
</Table>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<Table>
<Caption>
                                                                        2003            2002
                                                                    -----------      -----------
<S>                                                                 <C>              <C>
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.


                                      -19-
<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.


                                      -20-
<PAGE>

                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


<Table>
<Caption>
                            COMMON STOCK                        RETAINED        TREASURY SHARES
                                                  ADDITIONAL    EARNINGS                                RECEIVABLE
                                                   PAID-IN    (ACCUMULATED                                 FROM
                         SHARES       AMOUNT       CAPITAL      DEFICIT)       SHARES       AMOUNT      STOCKHOLDER      TOTAL
                       -----------  -----------  -----------  ------------   -----------  -----------   -----------   -----------
<S>                    <C>          <C>          <C>          <C>            <C>          <C>           <C>           <C>
Balances at July 1,
 2001                    4,264,773  $    42,648  $ 6,452,278   $(1,750,568)       36,226  $  (366,470)  $    (4,995)  $ 4,372,893

Issuance of stock for
 cash                       20,000          200       64,400            --            --           --            --        64,600

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

Issuance of stock for
 amendment to license
 agreement                  15,886          159       90,868            --            --           --            --        91,027

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

Net income                      --           --           --       805,488            --           --            --       805,488
                       -----------  -----------  -----------   -----------   -----------  -----------   -----------   -----------
Balances at June 30,
 2002                    4,300,659       43,007    6,607,546      (945,080)       59,526     (496,413)           --     5,209,060

Issuance of stock for
 cash                        7,510           75       36,455            --            --           --            --        36,530

Cash dividends                  --           --     (256,911)     (107,704)           --           --            --      (364,615)

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

Net income                      --           --           --     1,253,849            --           --            --     1,253,849
                       -----------  -----------  -----------   -----------   -----------  -----------   -----------   -----------
Balances at June 30,
 2003                    4,308,169  $    43,082  $ 6,387,090   $   201,065        80,326  $  (616,643)  $        --   $ 6,014,594
                       ===========  ===========  ===========   ===========   ===========  ===========   ===========   ===========
</Table>


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


                                      -21-
<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.


                                      -22-
<PAGE>

                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY
                   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.


                                      -23-
<PAGE>

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

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

<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       (53,514)       (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


                                      -24-
<PAGE>

                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY
                   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.


                                      -25-
<PAGE>

                     COLLEGIATE PACIFIC INC. AND SUBSIDIARY
                   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:


                                      -26-
<PAGE>

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

                           Year ended
                            June 30,
                          -----------
                               2004            $ 49,066
                               2005              49,066
                               2006              32,171
                               2007              31,146
                               2008              31,146

(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.


                                      -27-
<PAGE>

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

         Accordingly, at June 30, 2003, the Company eliminated the valuation
allowance on its net deferred tax assets.

      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.


                                      -28-
<PAGE>

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

(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.

(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>


                                      -29-
<PAGE>

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

         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.

         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.


                                      -30-
<PAGE>

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

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

                    Year ended
                     June 30,
                    ----------
                       2004              $   357,996
                       2005                  352,452
                       2006                  341,364
                       2007                  341,364
                       2008                  115,788
                                         -----------
                                         $ 1,508,964
                                         ===========

(11)     INCOME PER SHARE

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


                                      -31-
<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.


                                      -32-
<PAGE>

                                    PART III

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

             The information set forth under the heading "Director Information"
             and "Information Concerning Executive Officers" of the definitive
             proxy statement for our fiscal 2004 Annual Meeting of Shareholders
             is incorporated by reference in this Form 10-KSB Annual Report.

ITEM 10.     EXECUTIVE COMPENSATION.

             The information set forth under the heading "Executive
             Compensation" of the definitive proxy statement for our fiscal 2004
             Annual Meeting of Shareholders is incorporated by reference in this
             Form 10-KSB Annual Report.

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

             The information set forth under the heading "Stock Ownership" and
             "Stock Options" of the definitive proxy statement for our fiscal
             2004 Annual Meeting of Shareholders is incorporated by reference in
             this Form 10-KSB Annual Report.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

             The information set forth under the heading "Other Director and
             Executive Officer Information" of the definitive proxy statement
             for our fiscal 2004 Annual Meeting of Shareholders is incorporated
             by reference in this Form 10-KSB Annual Report.


                                      -33-
<PAGE>

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)

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)
</Table>


                                      -34-
<PAGE>

<Table>
<S>      <C>
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, 2003.


                                      -35-
<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 $32 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.


                                      -36-
<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.

September 29, 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 September 29, 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>


                                      -37-
<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 Executive and Principal
         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, 2003.