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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-KSB
 
 (Check One)þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended June 30, 2005ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.For the transition period from ___to ___
 Commission File No. 0-172923
 COLLEGIATE PACIFIC INC.
  Delaware
    
    22-2795073(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)13950 Senlac Drive, Suite 100, Dallas, Texas
    
    75234(Address of Principal Executive Offices)
    
    (Zip Code)
 (972) 243-8100   Securities Registered Pursuant to Section 12(b) of the Exchange Act:
 Name of Each ExchangeTitle of Each Class
    
    On Which RegisteredCommon Stock
    
    American Stock Exchange
 Securities Registered Pursuant to Section 12(g) of the Act:
  þ o
 þ
 o þ
    o þ




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Collegiate Pacific Inc.
FORM 10-KSB
Fiscal Year Ended June 30, 2005
  PagePART IItem 1. Description of Business.
    
    
    2Item 2. Description of Property.
    
    
    9Item 3. Legal Proceedings.
    
    
    10Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    10PART IIItem 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.
    
    
    11Item 6. Managements Discussion and Analysis of Financial Condition
and Results of Operations.
    
    
    13Item 7. Financial Statements.
    
    
    33Item 8. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
    
    
    56Item 8A. Controls and Procedures.
    
    
    56Item 8B. Other Information.
    
    
    56PART IIIItem 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
    
    
    57Item 10. Executive Compensation.
    
    
    59Item 11. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
    
    
    63Item 12. Certain Relationships and Related Transactions.
    
    
    66Item 13. Exhibits, List and Reports on Form 8-K.
    
    
    67Item 14. Principal Accountant Fees and Services.
    
    
    71SIGNATURES
    
    
    73Lease Agreement401(k) Plan, dated as of April 15, 2005Letter AgreementSecond Amendment to LeaseAmendment to Loan Documents and Consent AgreementSubsidiariesConsent of Grant Thornton LLPCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification Pursuant to Section 906




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FORM 10-KSB ANNUAL REPORT
 Forward-Looking Statements
 This Annual Report on Form 10-KSB , including Managements Discussion and Analysis of
Financial Condition and Results of Operations in Item 6, and the documents incorporated by
reference, contain forward-looking statements, which provide Collegiate Pacifics and its
consolidated subsidiaries (Collegiate Pacific, we, us, our, or the Company) current
expectations or forecasts of future events. These forward-looking statements reflect our current
views with respect to future events or our financial performance, and involve certain known and
unknown risks, uncertainties and other factors, including those identified below, which may cause
our or our industrys actual or future results, levels of activity, performance or achievements to
differ materially from those expressed or implied by any forward-looking statements or from
historical results. In some cases, you can identify forward-looking statements by terminology such
as may, will, could, would, should, believe, expect, plan, anticipate, intend,
estimate, predict, potential and other expressions that indicate future events and trends,
but the absence of these words does not necessarily mean that a statement is not forward-looking.
We have no duty to update or revise any forward-looking statements after the date of this report or
to conform them to actual results, new information, future events or otherwise. All statements
other than statements of historical fact are statements that could be deemed forward-looking
statements including, without limitation:
 
    
    projections of net sales, gross profit margin, expenses, earnings or losses from
operations, synergies or other financial items;
    
    any statements of the plans, strategies and objectives of management for future
operations;
    
    any statements regarding future economic conditions or performance;
    
    any statements of expectation or belief; and
    
    any statements of assumptions underlying any of the foregoing.
 The risks, uncertainties and assumptions referred to above include our ability to successfully
execute our acquisition plans and growth strategy, the integration of acquired businesses, global
economic conditions, product demand, financial market performance and other risks that are
described herein, including but not limited to the factors discussed in Factors that Could Affect
Future Operating Results set forth in Managements Discussion and Analysis of Financial Condition
and Results of Operations in Item 6 of this Report on Form 10-KSB , and that are otherwise
described from time to time in our Securities and Exchange Commission reports filed after this
report. Collegiate Pacific cautions that the foregoing list of important factors is not exclusive.
 Forward-looking statements are subject to known and unknown risks and uncertainties and are based
on potentially inaccurate assumptions that could cause actual results to differ materially from
those expected or implied by forward-looking statements. Our actual results could differ
materially from those anticipated in the forward-looking statements for many reasons, including the
factors discussed in Factors that Could Affect Future Operating Results set forth in
Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 6
of this Report on Form 10-KSB . We operate in a continually changing business environment, and new
risk factors emerge from time to time. Other unknown or unpredictable factors also could have
material adverse effects on our future results, performance or achievements. We cannot assure you
that projected results or events will be achieved or will occur.
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PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS.
 Our Business
  
    
    our unique, informative catalogs and fliers that we distribute to potential customers;
    
    our strategically located road sales professionals;
    
    our telemarketers;
    
    our appearance at trade shows and other sales events; and
    
    the Internet.
   Acquisition Strategy
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Fiscal 2004
 
    
    Tomark Inc. (Tomark) in January 2004  a marketer, distributor, manufacturer and
installer of sporting goods and related equipment primarily to the California
institutional market with a road sales force of 5 employees;
    
    Kesslers Sport Shop, Inc. (Kesslers) in April 2004  a leading supplier of soft goods and
sporting goods equipment throughout the Mid-West region of the United States, with a
road sales force of approximately 80 employees;
 Fiscal 2005
 
    
    Dixie Sporting Goods Co., Inc. (Dixie) in July 2004  a leading supplier of soft goods
and sporting goods equipment throughout the Mid-Atlantic region of the United States,
with a road sales force of approximately 50 employees;
    
    Orlando Team Sports (OTS) in December 2004  a leading supplier of soft goods and
sporting goods equipment throughout the State of Florida with a road sales force of
approximately 15 employees;
    
    Salkeld & Sons, Inc. (Salkeld) in May 2005  a leading supplier of soft goods and sporting
goods equipment throughout the State of Illinois, with a particular concentration in
Chicago and a roads sales force of approximately 20 employees;
 Fiscal 2006
 
    
    Sport Supply Group, Inc. (SSG) (July 2005)  an acquisition of 53.2% of the
outstanding capital stock of SSG, a direct marketer and B2B e-commerce supplier of
sporting goods and physical education equipment to the institutional and youth sports
markets; and
    
    Team Print (August 2005)  a leading embroiderer and screen printer of sporting
goods apparel and accessories, which was acquired from one of the former stockholders
of Salkeld & Sons, Inc.
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Corporate History; Additional Information
  th
  Products and Services
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Product
    
    Brand NameTeam sports apparel (soft goods)
    
    Nike, Rawlings, Wilson, andUnder ArmourBatting cages, soccer goals, basketball goals
    
    FunNets and Mark OneCamping and related accessories
    
    Mark OneTennis nets and court equipment
    
    EdwardsBaseballs, softballs, bats, gloves and accessories
    
    Diamond, Mark One, and WilsonFootball helmets, footballs, pads and accessories
    
    SchuttBasketballs
    
    Mark One and Spalding
 Team Sports Apparel (soft goods). Nike Rawlings, Wilson Under Armour
 Cages, Goals and Camping Equipment FunNets Mark One
 Tennis Edwards Edwards
 Baseball and Softball. Diamond Wilson MarkOne
 Football. Schutt Schutt
 Basketball. Spalding
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Spalding MarkOne
 Adidas Nike Schutt Spalding Wilson Under Armour Edwards Mark One FunNets
 Sales and Marketing
    Customers
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Seasonal Nature of Business; Backlog
   Manufacturing; Foreign Sourcing and Raw Materials
  
    
    shipment delays;
    
    fluctuations in exchange rates;
    
    increases in import duties;
    
    changes in customs regulations;
    
    adverse economic conditions in foreign countries;
    
    social, political and economic instability; and
    
    acts of war and terrorism.
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Competition
  Government Regulation
  Employees
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ITEM 2. DESCRIPTION OF PROPERTY.
    Lease ExpiresLocation
    
    Type of Facility
    
    Square Footage
    
    or is OwnedDallas, Texas
Dallas, Texas
Dallas, Texas
Richmond, Indiana
Richmond, Virginia
Corona, California
Sanford, Florida
Bourbonnais, Illinois
Bourbonnais, Illinois
Anniston, Alabama
Anniston, Alabama
    
    Warehouse, Production and Distribution
Warehouse, Production and Distribution
Warehouse and Fulfillment
Warehouse, Production and Distribution
Warehouse, Production and Distribution
Warehouse, Production and Distribution
Warehouse, Production and Distribution
Warehouse, Production and Distribution
Embroidering and Screen Printing
Manufacturing
Manufacturing
    
    88,000
135,000
181,000
76,000
37,300
27,700
12,000
16,000
16,000
35,000
45,000
    
    2007
2007
2007
2009
Month-to-Month
2009
2010
2009
2010
Owned
Owned
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ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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PART II
 
 ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES
OF EQUITY SECURITIES.
 Market
  Fiscal 2005
    
    
    Fiscal 2004Calendar Period
    
    Low
    
    
    High
    
    
    Low
    
    
    HighJuly 1  September 30
    
    $
    8.45
    
    
    $
    11.39
    
    
    $
    6.50
    
    
    $
    8.10October 1  December 31
    
    
    9.60
    
    
    
    14.75
    
    
    
    7.50
    
    
    
    9.27January 1  March 31
    
    
    10.70
    
    
    
    14.23
    
    
    
    8.75
    
    
    
    10.30April 1  June 30
    
    
    8.73
    
    
    
    11.40
    
    
    
    8.95
    
    
    
    11.30
 Holders
  Dividends
  Transfer Agent, Registrar and Dividend Disbursing Agent for Common Stock
 
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Equity Compensation Plan Information
 Number of SecuritiesNumber of Securities
    
    
    
    
    
    
    Remaining Available forto be Issued Upon
    
    
    Weighted-Average
    
    
    Future Issuance UnderExercise of
    
    
    Exercise Price of
    
    
    Equity Compensation PlansOutstanding Options,
    
    
    Outstanding Options,
    
    
    (excluding SecuritiesWarrants and Rights
    
    
    Warrants and Rights
    
    
    Reflected in Column (a)Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity
Compensation Plans
Approved by Security
Holders
    
    
    1,159,100
    
    
    $
    8.57
    
    
    
    5,300Equity Compensation
Plans Not Approved by
Security Holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,159,100
    
    
    $
    8.57
    
    
    
    5,300
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ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   Overview
    
    
    Acquiring Dixie Sporting Goods Co., Inc. (Dixie) in July 2004, a leading
supplier of soft goods and sporting goods equipment throughout the Mid-Atlantic region
of the United States, with a road sales force of approximately 50 employees;
    
    Acquiring CMS of Central Florida, Inc. d/b/a Orlando Team Sports (OTS) in
December 2004, a leading supplier of soft goods and sporting goods equipment throughout
the State of Florida and a road sales force of approximately 15 employees;
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
    
    Acquiring Salkeld & Sons, Inc. (Salkeld) in May 2005, a leading supplier of
soft goods and sporting goods equipment throughout the State of Illinois, with a
particular concentration in Chicago and a road sales force of approximately 20
employees;
    
    Balancing the seasonality of its business and strengthening its customer
relationships by acquiring the team dealers discussed above;
    
    Expanding its football and baseball product offerings through the acquisitions
discussed above, which provides the Company with an additional platform for future
growth opportunities; and
    
    Introducing a number of new products during fiscal 2005 as a means to drive
organic growth.
  Matters Affecting Comparability
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Consolidated Results of Operations
  Fiscal 2005 vs. Fiscal 2004Increase/(Decrease)Fiscal 2005
    
    
    Fiscal 2004
    
    
    Dollars
    
    
    Percentage(dollars in thousands, except per share amounts)Net sales
    
    $
    106,339
    
    
    $
    39,562
    
    
    $
    66,777
    
    
    
    168.8
    %Gross profit
    
    
    36,338
    
    
    
    14,189
    
    
    
    22,149
    
    
    
    156.1
    %Operating profit
    
    
    7,594
    
    
    
    3,204
    
    
    
    4,390
    
    
    
    137.0
    %Net income
    
    
    3,779
    
    
    
    1,884
    
    
    
    1,895
    
    
    
    100.6
    %Diluted earnings per share
    
    $
    0.37
    
    
    $
    0.25
    
    
    $
    0.12
    
    
    
    48.0
    %
  Fiscal 2005
    
    
    Fiscal 2004Gross profit margin
    
    
    34.2
    %
    
    
    35.9
    %Selling, general and administrative expense
    
    
    26.6
    %
    
    
    27.5
    %Operating profit
    
    
    7.1
    %
    
    
    8.1
    %
 Fiscal
2005 Acquisitions and Related Developments
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Fiscal Year Ended June 30, 2005 Compared to Fiscal Year Ended June 30, 2004
 Net Sales.
  Gross Profit.
   ,
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Selling, General and Administrative Expense.
  Operating Profit.
 Interest Expense.
 Income Taxes.
 Net Income.
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Liquidity and Capital Resources
 Cash Flow Activity
  
    
    An increase in accounts receivable of $3.6 million due to the increase in our net
sales during fiscal 2005;
    
    An increase in inventories of $4.1 million due to our build-up of inventory to
support the Companys strongest selling season, which generally occurs during the
months of July through September; and
    
    A decrease in income taxes payable of approximately $1.2 million due to increased
estimated tax payments associated with the increase in the Companys net income for
fiscal 2005.
   
    
    Net proceeds from the sale of the senior notes of $46.6 million, after debt
issuance costs of $13.4 million;
    
    Proceeds from the issuance of common stock upon the exercise of options of
approximately $507 thousand;
    
    Net payments on the Companys revolving line of credit and other notes payable of
$294 thousand; and
    
    Payments of dividends of approximately $1.0 million.
  
    
    Proceeds from the issuance of common stock upon the exercise of common stock
warrants and options of approximately $21.3 million;
    
    Repayments on the Companys revolving line of credit of approximately $865 thousand;
    
    Payments of dividends of approximately $573 thousand; and
    
    The purchase of treasury shares of approximately $41 thousand.
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Capital Structure and Resources
     - 20 -




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Long-Term Financial Obligations and Other Commercial
Commitments
  Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 year
    
    
    1 - 3 years
    
    
    4 - 5 years
    
    
    5 years(dollars in thousands)Long-term debt
    
    $
    50,734
    
    
    $
    330
    
    
    $
    296
    
    
    $
    50,108
    
    
    $
    Interest expense on
long-term debt
    
    
    12,708
    
    
    
    2,885
    
    
    
    5,750
    
    
    
    4,073
    
    
    
    Operating leases
    
    
    4,024
    
    
    
    1,347
    
    
    
    2,048
    
    
    
    629
    
    
    
    Total contractual cash
obligations
    
    $
    67,466
    
    
    $
    4,562
    
    
    $
    8,094
    
    
    $
    54,810
    
    
    $
    
  Subsequent Events
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Newly Adopted Accounting Standards
  Critical Accounting Policies
   Inventories.
 Allowance for Doubtful Accounts.
 - 23 -




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Long-lived Assets.
 Factors that Could Affect Future Operating Results
  Our success depends upon our ability to develop new, and enhance our existing relationships with,
customers and suppliers.
  
    
    effectively develop new relationships and maintain and deepen existing
relationships with our suppliers, advertisers and customers;
    
    provide products at competitive prices;
    
    respond to competitive developments; and
    
    attract, retain, and motivate qualified personnel.
  Our strategic plan, involving growth through the acquisition of other companies, may not succeed.
  
    
    the difficulties related to assimilating the management, products, personnel,
financial
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controls and other systems of an acquired business and to integrating
distribution and information systems and other operational capabilities;
    
    the difficulties related to combining previously separate businesses into a single
unit;
    
    the substantial diversion of managements attention from day-to-day operations;
    
    the assumption of liabilities of an acquired business, including unforeseen
liabilities;
    
    the failure to realize anticipated benefits, such as cost savings, revenue
enhancements and profitability objectives;
    
    the dilution of existing stockholders due to the issuance of equity securities,
utilization of cash reserves, or incurrence of debt in order to fund the acquisitions;
    
    the potential to have to write-down or write-off the value of acquired assets;
    
    the potentially substantial transaction costs associated with completed
acquisitions or pursuing acquisitions that are not completed;
    
    the loss of any key personnel of the acquired company; and
    
    maintaining customer, supplier or other favorable business relationships of
acquired operations.
 We may be unable to make additional acquisitions on attractive terms or successfully integrate them
into our operations.
  We have a material amount of goodwill.
  Our success depends on our ability to manage our growth.
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
    
    these resources will be available, or be available in a cost-effective form, to us
which will allow us to sustain growth at the same levels;
    
    our current personnel, systems, procedures, and controls will be adequate to
support our future operations; or
    
    we will identify, hire, train, motivate or manage required personnel.
  We face intense competition and potential competition from companies with greater resources and our
inability to effectively compete with these companies could harm our business.
  
    
    substantially greater financial resources;
    
    a larger customer base;
    
    a broader line of product offerings; and
    
    greater name recognition within the industry.
  We are dependent on competitive pricing from our suppliers.
  The weak financial conditions of some of our customers may adversely impact our business.
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Our financial results vary from quarter to quarter, which could hurt our business and the market
price of our stock.
  
    
    seasonal fluctuations in demand for our products;
    
    the timing and introduction of new products by us and our competitors;
    
    the market acceptance of our products;
    
    the mix of products sold;
    
    the timing of significant orders from and shipments to customers;
    
    the reduction, rescheduling or cancellation of orders by our customers;
    
    product pricing and discounts;
    
    the timing of our acquisitions of other companies and businesses; and
    
    general economic conditions.
  Seasonality of our business may adversely affect our net sales and operating income.
  We depend on key personnel for our future success.
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We depend on international and domestic suppliers.
   
    
    shipment delays;
    
    fluctuation in exchange rates;
    
    increases in import duties;
    
    changes in customs regulations;
    
    adverse economic conditions in foreign countries;
    
    social, political and economic instability; and
    
    acts of war and terrorism.
  We depend on a growing number of domestic suppliers for our finished goods.
  We depend on third-party carriers.
  
    
    shipment delays caused by such carriers;
    
    labor strikes by the employees of such carriers;
    
    increases in shipping costs and postage rates; and
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
    
    other adverse economic conditions.
  We may be subject to product liability claims if people or property are harmed by the products we
sell.
  Risks Related to our Corporate Structure and Stock
 Our stock price could be subject to significant volatility.
  
    
    the depth and liquidity of the market for our common stock;
    
    investor perception of the Company and the industry within which we compete;
    
    quarterly variations in operating results; and
    
    general economic and market conditions.
  A large number of our outstanding shares and shares to be issued upon exercise of our outstanding
options may be sold into the market in the future, which could cause the market price of our common
stock to drop significantly, even if our business is doing well.
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One principal stockholder owns a significant amount of our outstanding common stock.
  Rights of our stockholders may be negatively affected if we issue any of the shares of preferred
stock, which our Board of Directors has authority to issue.
  Risks Related to the Notes
 We significantly increased our leverage because of the sale of the notes.
  The notes are subordinated and there are no financial covenants in the indenture.
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We may be unable to repay, repurchase or redeem the notes.
  Provisions of the notes could discourage an acquisition of us by a third party.
  The make whole premium on the notes tendered for repurchase upon a fundamental change may not
adequately compensate the holders for the lost option time value of notes.
  A market may not develop for the notes.
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Conversion of the notes or issuance at additional securities convertible into or exercisable for shares of our common stock
could dilute the ownership of existing stockholders.
  The price at which our common stock may be purchased on the American Stock Exchange is currently
lower than the conversion price of the notes and may remain lower in the future.
  The notes may not be rated or may receive a lower rating than anticipated.
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ITEM 7. FINANCIAL STATEMENTS.
 PageIndex to Consolidated Financial Statements
    
    
    33Report of Independent Registered Public Accounting Firm
    
    
    34Consolidated Balance Sheets as of June 30, 2005 and 2004
    
    
    35Consolidated Statements of Income for the years ended June 30, 2005 and 2004
    
    
    36Consolidated Statement of Stockholders Equity for the years ended June 30, 2005 and 2004
    
    
    37Consolidated Statements of Cash Flows for the years ended June 30, 2005 and 2004
    
    
    38Notes to Consolidated Financial Statements
    
    
    39
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/s/ Grant Thornton LLP
 
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 30,2005
    
    
    2004ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    40,325,716
    
    
    $
    7,473,145Accounts receivable, net of allowance for doubtful accounts of
$1,042,496 and $635,531, respectively
    
    
    18,131,753
    
    
    
    10,683,860Inventories
    
    
    17,446,556
    
    
    
    9,214,063Current portion of deferred taxes
    
    
    741,209
    
    
    
    149,414Prepaid income taxes
    
    
    498,336
    
    
    
    Prepaid expenses and other current assets
    
    
    601,439
    
    
    
    496,912Total current assets
    
    
    77,745,009
    
    
    
    28,017,394PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$1,294,135 and $870,394, respectively
    
    
    1,501,096
    
    
    
    831,205DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of
$392,932 in 2005
    
    
    3,017,427
    
    
    
    INTANGIBLE ASSETS, net of accumulated amortization of
$815,498 and $346,238, respectively
    
    
    2,198,417
    
    
    
    429,833GOODWILL
    
    
    24,192,455
    
    
    
    17,308,487DEFERRED INCOME TAXES
    
    
    
    
    
    
    100,812OTHER ASSETS, net
    
    
    409,068
    
    
    
    259,012Total assets
    
    $
    109,063,472
    
    
    $
    46,946,743LIABILITIES AND STOCKHOLDERS EQUITYCURRENT
LIABILITIES:Accounts payable
    
    $
    9,782,479
    
    
    $
    4,983,603Accrued liabilities
    
    
    1,724,783
    
    
    
    1,283,553Dividends payable
    
    
    255,144
    
    
    
    247,128Accrued interest
    
    
    250,000
    
    
    
    Current portion of long-term debt
    
    
    329,867
    
    
    
    124,800Income taxes payable
    
    
    
    
    
    
    700,850Total current liabilities
    
    
    12,342,273
    
    
    
    7,339,934REDEEMABLE COMMON STOCK
    
    
    
    
    
    
    7,250,000DEFERRED TAX LIABILITY
    
    
    779,529
    
    
    
    LONG-TERM DEBT
    
    
    50,448,153
    
    
    
    73,200COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock, $0.01 par value, 1,000,000 shares
authorized; no shares issued
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000 shares authorized;
10,205,780 and 9,884,142 shares issued and
10,119,754 and 9,798,116 shares outstanding, respectively
    
    
    102,058
    
    
    
    98,842Additional paid-in capital
    
    
    41,911,008
    
    
    
    31,469,423Retained earnings
    
    
    4,137,902
    
    
    
    1,372,795Treasury stock at cost, 86,026 shares
    
    
    (657,451
    )
    
    
    (657,451
    )Total stockholders equity
    
    
    45,493,517
    
    
    
    32,283,609Total liabilities and stockholders equity
    
    $
    109,063,472
    
    
    $
    46,946,743
  - 35 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 For the years ended June 30,2005
    
    
    2004Net sales
    
    $
    106,339,351
    
    
    $
    39,561,521Cost of sales
    
    
    70,001,153
    
    
    
    25,372,325Gross profit
    
    
    36,338,198
    
    
    
    14,189,196Selling, general and administrative expenses
    
    
    28,275,165
    
    
    
    10,866,253Amortization expense
    
    
    469,260
    
    
    
    119,233Operating profit
    
    
    7,593,773
    
    
    
    3,203,710Other income (expense):Interest income
    
    
    580,862
    
    
    
    22,388Interest expense
    
    
    (2,160,281
    )
    
    
    (52,415
    )Other
    
    
    174,644
    
    
    
    18,376Total other expense
    
    
    (1,404,775
    )
    
    
    (11,651
    )Income before income taxes
    
    
    6,188,998
    
    
    
    3,192,059Income tax provision
    
    
    2,410,394
    
    
    
    1,308,367Net income
    
    $
    3,778,604
    
    
    $
    1,883,692Weighted average number of shares outstanding:Basic
    
    
    10,031,314
    
    
    
    6,324,950Diluted
    
    
    10,279,185
    
    
    
    7,571,910Net income per share of common stock  basic
    
    $
    0.38
    
    
    $
    0.30Net income per share of common stock  diluted
    
    $
    0.37
    
    
    $
    0.25
  - 36 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
For the years ended June 30, 2005 and 2004
 ADDITIONALCOMMON STOCK
    
    
    PAID-IN
    
    
    RETAINED
    
    
    TREASURY STOCKSHARES
    
    
    AMOUNT
    
    
    CAPITAL
    
    
    EARNINGS
    
    
    SHARES
    
    
    AMOUNT
    
    
    TOTALBalances at July 1, 2003
    
    
    4,308,169
    
    
    $
    43,082
    
    
    $
    6,387,090
    
    
    $
    201,065
    
    
    
    80,326
    
    
    $
    (616,643
    )
    
    $
    6,014,594Issuance of stock for cash,
net of offering costs
of $589,721
    
    
    4,399,161
    
    
    
    43,992
    
    
    
    21,252,851
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,296,843Issuance of stock for
business acquisitions
    
    
    1,176,812
    
    
    
    11,768
    
    
    
    3,829,482
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,841,250Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (711,962
    )
    
    
    
    
    
    
    
    
    
    
    (711,962
    )Purchase of stock for cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,700
    
    
    
    (40,808
    )
    
    
    (40,808
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,883,692
    
    
    
    
    
    
    
    
    
    
    
    1,883,692Balances at June 30, 2004
    
    
    9,884,142
    
    
    $
    98,842
    
    
    $
    31,469,423
    
    
    $
    1,372,795
    
    
    
    86,026
    
    
    $
    (657,451
    )
    
    $
    32,283,609Issuance of stock for cash
    
    
    89,850
    
    
    
    898
    
    
    
    506,389
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    507,287Issuance of stock for
business acquisitions
    
    
    231,788
    
    
    
    2,318
    
    
    
    2,685,196
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,687,514Redeemable common stock
    
    
    
    
    
    
    
    
    
    
    7,250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,250,000Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,013,497
    )
    
    
    
    
    
    
    
    
    
    
    (1,013,497
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,778,604
    
    
    
    
    
    
    
    
    
    
    
    3,778,604Balances at June 30, 2005
    
    
    10,205,780
    
    
    $
    102,058
    
    
    $
    41,911,008
    
    
    $
    4,137,902
    
    
    
    86,026
    
    
    $
    (657,451
    )
    
    $
    45,493,517
  - 37 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the years ended June 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    3,778,604
    
    
    $
    1,883,692Adjustments to reconcile net income to cash provided by (used in)
operating activities:Depreciation expense
    
    
    429,296
    
    
    
    241,167Amortization expense
    
    
    469,260
    
    
    
    119,233Amortization of deferred debt issuance costs
    
    
    392,932
    
    
    
    Provision for uncollectible accounts receivable
    
    
    574,464
    
    
    
    194,620Deferred income taxes
    
    
    (58,106
    )
    
    
    170,805Changes in operating assets and liabilities, net of effects of
acquisitions:Accounts receivable
    
    
    (3,598,104
    )
    
    
    (1,225,153
    )Inventories
    
    
    (4,073,311
    )
    
    
    (1,222,431
    )Prepaid expenses and other current assets
    
    
    43,139
    
    
    
    (52,640
    )Other assets, net
    
    
    (96,563
    )
    
    
    (177,239
    )Accounts payable
    
    
    353,115
    
    
    
    322,767Accrued liabilities
    
    
    122,269
    
    
    
    (749,390
    )Income taxes payable
    
    
    (1,199,186
    )
    
    
    646,061Net cash provided by (used in) operating activities:
    
    
    (2,862,191
    )
    
    
    151,492CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (663,808
    )
    
    
    (215,611
    )Purchases of subsidiaries, net of cash acquired of
$218,714 and $798,831, respectively
    
    
    (9,418,910
    )
    
    
    (12,646,829
    )Net cash used in investing activities:
    
    
    (10,082,718
    )
    
    
    (12,862,440
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from borrowings under line of credit
    
    
    13,374,576
    
    
    
    6,571,798Payments on long-term debt and line of credit
    
    
    (13,668,543
    )
    
    
    (7,436,916
    )Proceeds from issuance of 5.75% convertible senior subordinated
notes, net of deferred debt issuance costs
    
    
    46,589,641
    
    
    
    Purchase of treasury stock
    
    
    
    
    
    
    (40,808
    )Payment of dividends
    
    
    (1,005,481
    )
    
    
    (572,537
    )Proceeds from issuance of common stock
    
    
    507,287
    
    
    
    21,296,843Net cash provided by financing activities:
    
    
    45,797,480
    
    
    
    19,818,380Increase in cash and cash equivalents
    
    
    32,852,571
    
    
    
    7,107,432Cash and cash equivalents, beginning of year
    
    
    7,473,145
    
    
    
    365,713Cash and cash equivalents, end of year
    
    $
    40,325,716
    
    
    $
    7,473,145SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    1,517,349
    
    
    $
    52,415Cash paid for income taxes
    
    $
    3,667,686
    
    
    $
    480,000SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES (See Note 3):Fair value of assets acquired in business acquisitions
    
    $
    9,224,838
    
    
    $
    11,897,034Liabilities assumed in business acquisitions
    
    $
    5,524,356
    
    
    $
    8,714,750Promissory notes issued for business acquisitions
    
    $
    830,000
    
    
    $
    250,000Common stock issued for business acquisitions
     (231,788 and 1,176,812 shares, respectively)
    
    $
    2,687,514
    
    
    $
    11,091,250
  - 38 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
 1. General:
  2. Summary of Significant Accounting Policies:
 Consolidation.
 Cash and Cash Equivalents.
 Financial Instruments and Credit Risk Concentrations.
 Accounts Receivable.
  2005
    
    
    2004Balance at beginning of period
    
    $
    635,531
    
    
    $
    121,139Provision for uncollectible accounts
receivable
    
    
    574,464
    
    
    
    194,620Effect of business acquisitions
    
    
    264,515
    
    
    
    488,756Accounts written off, net of recoveries
    
    
    (432,014
    )
    
    
    (168,984
    )Balance at end of period
    
    $
    1,042,496
    
    
    $
    635,531
 - 39 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
 Inventories.
 Property and Equipment.
 License Agreements, Trademarks and Other Intangible Assets.
     Goodwill.
 Valuation of Long-Lived Assets.
 Revenue Recognition.
 - 40 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
  Shipping and Handling Costs and Fees.
 Advertising.
 Stock Based Compensation.
 2005
    
    
    2004Net income, as reported
    
    $
    3,778,604
    
    
    $
    1,883,692Add: stock-based employee compensation expense
included in net income
    
    
    
    
    
    
    Deduct: stock-based employee compensation expense
determined under fair value method for all awards,
net of related tax effects
    
    
    (1,867,001
    )
    
    
    (442,403
    )Pro forma net income
    
    $
    1,911,603
    
    
    $
    1,441,289Net income per share common stock:Basic  as reported
    
    $
    0.38
    
    
    $
    0.30Basic  pro forma
    
    $
    0.19
    
    
    $
    0.23Diluted  as reported
    
    $
    0.37
    
    
    $
    0.25Diluted  pro forma
    
    $
    0.19
    
    
    $
    0.19
 Income Taxes.
 Income Per Share.
 Segment Reporting.
 - 41 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
  Net Sales .
 2005
    
    
    2004Sporting Goods Equipment
    
    $
    61,879,921
    
    
    $
    34,167,193Soft Good Athletic Apparel and Footwear
    
    
    44,459,430
    
    
    
    5,394,328Net Sales
    
    $
    106,339,351
    
    
    $
    39,561,521
 Use of Estimates in Financial Statements.
 Recent Accounting Pronouncements:
    3. Business Combinations:
     - 42 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
        - 43 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
     - 44 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
        - 45 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
 2005
    
    
    2004Current assets
    
    $
    8,949,815
    
    
    $
    12,308,987Property and equipment
    
    
    438,291
    
    
    
    315,706Other assets
    
    
    256,036
    
    
    
    175,371Intangible assets
    
    
    918,600
    
    
    
    1,210,000Goodwill
    
    
    8,023,213
    
    
    
    15,519,367Total assets acquired
    
    $
    18,585,955
    
    
    $
    29,529,431Current liabilities
    
    $
    5,142,888
    
    
    $
    4,016,749Non-current liabilities
    
    
    381,468
    
    
    
    4,698,001Total liabilities assumed
    
    $
    5,524,356
    
    
    $
    8,714,750
  2005
    
    
    2004(unaudited pro forma)Net sales
    
    $
    116,679,993
    
    
    $
    101,307,896Net income
    
    $
    4,110,197
    
    
    $
    3,251,241Net income per share of common stock:Basic
    
    $
    0.41
    
    
    $
    0.50Diluted
    
    $
    0.40
    
    
    $
    0.42
 4. Inventories:
  2005
    
    
    2004Raw materials
    
    $
    515,508
    
    
    $
    457,337Work in progress
    
    
    75,450
    
    
    
    115,223Finished goods
    
    
    16,855,598
    
    
    
    8,641,503Inventories
    
    $
    17,446,556
    
    
    $
    9,214,063
 - 46 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
 5. Property and Equipment:
  EstimatedUseful Lives(Years)
    
    
    2005
    
    
    2004Office equipment
    
    
    3  7
    
    
    $
    496,588
    
    
    $
    535,093Furniture and fixtures
    
    
    3  7
    
    
    
    862,611
    
    
    
    614,920Warehouse and manufacturing equipment
    
    
    5  10
    
    
    
    551,309
    
    
    
    452,038Leasehold improvements
    
    
    5
    
    
    
    492,204
    
    
    
    Vehicles
    
    
    7
    
    
    
    392,519
    
    
    
    99,548Total property and equipment
    
    
    
    
    
    
    2,795,231
    
    
    
    1,701,599Less: accumulated depreciation
    
    
    
    
    
    
    (1,294,135
    )
    
    
    (870,394
    )Property and equipment, net
    
    
    
    
    
    $
    1,501,096
    
    
    $
    831,205
 In
fiscal 2005, the Company retired various assets that resulted in a
reduction in accumulated depreciation in the amount of approximately
$5,555. 6. Intangible Assets:
  2005
    
    
    2004Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedValue
    
    
    Amortization
    
    
    Value
    
    
    AmortizationAmortizable intangible assetsLicense agreements
    
    $
    235,429
    
    
    $
    172,961
    
    
    $
    235,429
    
    
    $
    145,938Trademarks
    
    
    343,142
    
    
    
    152,384
    
    
    
    330,642
    
    
    
    130,133Customer relationships
    
    
    1,923,000
    
    
    
    167,842Contractual
backlog
    
    
    205,600
    
    
    
    170,244
    
    
    
    210,000
    
    
    
    70,167Other
    
    
    306,744
    
    
    
    152,067
    
    
    
    
    
    
    
    Total amortizable intangible assets
    
    $
    3,013,915
    
    
    $
    815,498
    
    
    $
    776,071
    
    
    $
    346,238Intangible assets not subject to
amortizationGoodwill
    
    $
    24,192,455
    
    
    $
    
    
    
    $
    17,308,487
    
    
    $
    
  Year Ending June 30,2006
    
    $
    259,3782007
    
    
    244,0962008
    
    
    244,0962009
    
    
    244,0962010
    
    
    244,096Thereafter
    
    
    962,655Total
    
    $
    2,198,417
 During
the fourth quarter of fiscal 2005, the Company reallocated a portion
of the value previously allocated to goodwill to identifiable
intangible assets. As a result, the Company recognized additional
amortization expense in the amount of approximately $267 thousand to
properly reflect the amortization expense from the respective dates
of acquisition. - 47 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005 and 2004
 7. Long-Term Debt and Line of Credit:
     - 48 -




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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005 and 2004
         - 49 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005 and 2004
    Year Ending June 30,2006
    
    $
    329,8672007
    
    
    196,2102008
    
    
    100,0002009
    
    
    100,0002010
    
    
    50,051,943Thereafter
    
    
    Total future payments
    
    $
    50,778,020
 8. Income Taxes:
  2005
    
    
    2004Deferred tax assets attributed to:Accounts receivable
    
    $
    452,977
    
    
    $
    77,439Inventories
    
    
    245,415
    
    
    
    36,011Net operating loss carry-forwards
    
    
    105,696
    
    
    
    147,664Compensation accruals
    
    
    49,303
    
    
    
    29,464Intangible assets
    
    
    
    
    
    
    7,039Accrued expenses
    
    
    42,313
    
    
    
    Other
    
    
    8,389
    
    
    
    8,256Total deferred tax assets
    
    
    904,093
    
    
    
    305,873Deferred tax liabilities attributed to:Property and equipment
    
    
    (221,763
    )
    
    
    (55,647
    )Intangible assets
    
    
    (720,650
    )
    
    
    Total deferred tax liabilities
    
    
    (942,413
    )
    
    
    (55,647
    )Net deferred taxes
    
    $
    (38,320
    )
    
    $
    250,226
 - 50 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005 and 2004
  2005
    
    
    2004Current deferred tax asset
    
    $
    741,209
    
    
    $
    149,414Non-current deferred tax asset
    
    
    
    
    
    
    100,812Non-current deferred tax liability
    
    
    (779,529
    )
    
    
    Balance at end of period
    
    $
    (38,320
    )
    
    $
    250,226
  2005
    
    
    2004FederalCurrent
    
    $
    1,999,429
    
    
    $
    1,213,918Deferred
    
    
    (18,750
    )
    
    
    (143,019
    )StateCurrent
    
    
    468,648
    
    
    
    264,603Deferred
    
    
    (38,933
    )
    
    
    (27,135
    )Total provision for income taxes
    
    $
    2,410,394
    
    
    $
    1,308,367
  2005
    
    
    2004Tax expense at the federal statutory rate
    
    $
    2,101,369
    
    
    $
    1,085,300State income taxes, net of federal benefit
    
    
    283,612
    
    
    
    210,848Other
    
    
    25,413
    
    
    
    12,219Income tax provision
    
    $
    2,410,394
    
    
    $
    1,308,367
   9. Related Party Transactions:
   - 51 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005 and 2004
 10. Stock Options and Warrants:
   WeightedAverageOptions
    
    
    Exercise PriceOutstanding at July 1, 2003
    
    
    772,900
    
    
        $
    5.25Granted
    
    
    300,000
    
    
    
    9.31Exercised
    
    
    (213,800
    )
    
    
    4.49Forfeited or cancelled
    
    
    (1,000
    )
    
    
    6.08Outstanding at June 30, 2004
    
    
    858,100
    
    
    
    6.85Granted
    
    
    406,300
    
    
    
    11.54Exercised
    
    
    (89,850
    )
    
    
    5.65Forfeited or cancelled
    
    
    (4,000
    )
    
    
    9.29Outstanding at June 30, 2005
    
    
    1,170,550
    
    
    $
    8.56Exercisable at June 30, 2004
    
    
    683,100
    
    
    $
    6.21Exercisable at June 30, 2005
    
    
    992,550
    
    
    $
    8.44
  2005
    
    
    2004Expected volatility
    
    
    34  35
    %
    
    
    33
    %Risk-free interest rate
    
    
    3.41  3.99
    %
    
    
    3.58
    %Dividend yield
    
    
    0.90  1.10
    %
    
    
    1.5
    %Expected lives
    
    5 years
    
    5 years
  - 52 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005 and 2004
  Outstanding
    
    ExercisableWeighted AverageRemaining
    
    Weighted
    
    
    
    
    
    WeightedContractual
    
    Average
    
    
    
    
    
    AverageLife
    
    Exercise
    
    
    
    
    
    ExerciseExercise price
    
    Shares
    
    (In Years)
    
    Price
    
    Shares
    
    Price$  3.89
 $4.81
    
    
    122,500
    
    
    
    5.9
    
    
    $
    3.91
    
    
    
    122,500
    
    
    $
    3.91$  4.90
 $6.13
    
    
    323,750
    
    
    
    5.6
    
    
    $
    5.85
    
    
    
    323,750
    
    
    $
    5.85$ 9.38
    
    
    31,500
    
    
    
    3.5
    
    
    $
    9.38
    
    
    
    31,500
    
    
    $
    9.38$ 8.73
  $9.73
    
    
    482,800
    
    
    
    9.0
    
    
    $
    9.29
    
    
    
    304,800
    
    
    $
    9.33$10.70  $14.34
    
    
    210,000
    
    
    
    9.5
    
    
    $
    13.67
    
    
    
    210,000
    
    
    $
    13.671,170,550
    
    
    
    
    
    
    
    
    
    
    
    992,550
  11. Leases:
   Year Ending June 30,2006
    
    $
    1,347,1812007
    
    
    1,209,2942008
    
    
    838,4822009
    
    
    471,7922010
    
    
    157,627Thereafter
    
    
    Total minimum future lease payments
    
    $
    4,024,376
 - 53 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005 and 2004
 12. Income Per Share:
  2005
    
    
    2004Net
    
    
    
    
    
    
    Per Share
    
    
    Net
    
    
    
    
    
    
    Per ShareIncome
    
    
    Shares
    
    
    Amount
    
    
    Income
    
    
    Shares
    
    
    AmountBasic income
per share
    
    $
    3,778,604
    
    
    
    10,031,314
    
    
    $
    0.38
    
    
    $
    1,883,692
    
    
    
    6,324,950
    
    
    $
    0.30Effect of dilutive
options and
warrants
    
    
    
    
    
    
    247,871
    
    
    
    (0.01
    )
    
    
    
    
    
    
    1,246,960
    
    
    
    (0.05
    )Diluted income
per share
    
    $
    3,778,604
    
    
    
    10,279,185
    
    
    $
    0.37
    
    
    $
    1,883,692
    
    
    
    7,571,910
    
    
    $
    0.25
  - 54 -




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##### Table of Contents



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005 and 2004
 13. Subsequent Events:
    - 55 -




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##### Table of Contents



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 8A. CONTROLS AND PROCEDURES.
   
 ITEM 8B. OTHER INFORMATION.
  - 56 -




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##### Table of Contents



PART III
 
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.
 Michael J. Blumenfeld
 
 Adam Blumenfeld
 
 Jeff Davidowitz
 
 William H. Watkins, Jr.
  - 57 -




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##### Table of Contents



Robert W. Hampton
  Information Concerning Executive Officers
  Arthur J. Coerver
  Harvey Rothenberg
  William R. Estill
  Tevis Martin
  Chadd H. Edlein
  Board Committees
  Audit Committee
 http://www.cpacsports.com
 Nominating Committee http://www.cpacsports.com
   Stock Option Committee
 Compensation Committee
 Meetings and Attendance
  Communications with the Board
  - 58 -




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##### Table of Contents



Code of Ethics
 http://www.cpacsports.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  
 Director Compensation
  ITEM 10. EXECUTIVE COMPENSATION.
 General
   -59-




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##### Table of Contents



Summary Compensation Table
 Long-TermAnnual Compensation
    
    CompensationFiscal
    
    
    
    
    
    
    
    
    
    Stock OptionsName and Principal Positions
    
    Year
    
    Salary ($)
    
    Bonus($)
    
    (#)Michael J. Blumenfeld
    
    
    2005
    
    
    
    205,425
    
    
    
    
    
    
    
    Chairman of the Board and
    
    
    2004
    
    
    
    172,000
    
    
    
    5,590
    
    
    
    Chief Executive Officer
    
    
    2003
    
    
    
    172,000
    
    
    
    
    
    
    
    25,000Adam Blumenfeld
    
    
    2005
    
    
    
    205,113
    
    
    
    
    
    
    
    President
    
    
    2004
    
    
    
    162,000
    
    
    
    5,265
    
    
    
    20,0002003
    
    
    
    162,000
    
    
    
    
    
    
    
    50,000Harvey Rothenberg
    
    
    2005
    
    
    
    127,305
    
    
    
    7,500
    
    
    
    Vice President, Marketing
    
    
    2004
    
    
    
    125,000
    
    
    
    3,998
    
    
    
    8,0002003
    
    
    
    125,000
    
    
    
    
    
    
    
    25,000Arthur J. Coerver
    
    
    2005
    
    
    
    140,760
    
    
    
    7,500
    
    
    
    Chief Operating Officer
    
    
    2004
    
    
    
    136,000
    
    
    
    4,420
    
    
    
    8,0002003
    
    
    
    136,000
    
    
    
    
    
    
    
    25,000William Estill
    
    
    2005
    
    
    
    186,083
    
    
    
    
    
    
    
    Chief Financial Officer and
    
    
    2004
    
    
    
    160,000
    
    
    
    5,125
    
    
    
    10,000Secretary
    
    
    2003
    
    
    
    160,500
    
    
    
    
    
    
    
    40,000Tevis Martin
    
    
    2005
    
    
    
    87,500
    *
    
    
    
    
    
    
    125,000Executive Vice President, U.S.
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    Operations
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
 
 *
    -
    Mr. Martin became the Executive Vice President, U.S. Operations of the Company on July 1, 2005. -60-




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##### Table of Contents



Stock Options
  Option Grants in Fiscal 2005
 Percentage of TotalNumber of Shares
    
    Options Granted toUnderlying
    
    Employees in
    
    Exercise PriceName
    
    Options Granted
    
    Fiscal Year
    
    Per Share
    
    Expiration DateMichael J. Blumenfeld
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adam Blumenfeld
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Harvey Rothenberg
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Arthur J. Coerver
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William Estill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tevis Martin
    
    
    100,000
    
    
    
    24.1
    %
    
    
    14.34
    
    
    
    12/01/1425,000
    
    
    
    6.0
    %
    
    
    13.30
    
    
    
    12/08/14
  Aggregated Option Exercises in Fiscal 2005 and Fiscal Year-End Option Values
 Number of Shares
    
    Value of UnexercisedAcquired
    
    Value
    
    Underlying Unexercised
    
    In-the Money OptionsOn
    
    Realized
    
    Options at Fiscal Year-End (#)
    
    At Fiscal Year-End($)(b)Name
    
    Exercise (#)
    
    ($)(a)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableMichael J. Blumenfeld
    
    
    
    
    
    $
    
    
    
    
    130,000
    
    
    
    0
    
    
    $
    679,000
    
    
    $
    0Adam Blumenfeld
    
    
    
    
    
    
    
    
    
    
    115,000
    
    
    
    0
    
    
    
    501,050
    
    
    
    0Harvey Rothenberg
    
    
    20,000
    
    
    
    98,078
    
    
    
    48,000
    c
    
    
    0
    
    
    
    193,670
    
    
    
    0Arthur J. Coerver
    
    
    
    
    
    
    
    
    
    
    43,000
    
    
    
    0
    
    
    
    137,045
    
    
    
    0William Estill
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    0
    
    
    
    176,300
    
    
    
    0Tevis Martin
    
    
    
    
    
    
    
    
    
    
    125,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
 
 a
    -
    Represents the difference between the exercise price of the options and the closing price of the common stock
on the
date of exercise. -61-




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##### Table of Contents



b
    -
    Represents the difference between $10.30, the closing price of the common stock on June 30, 2005, and the
exercise price of the options.c
    -
    Includes 6,000 shares issuable upon exercise of employee stock options held by Mr. Rothenbergs spouse. -62-




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##### Table of Contents



ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED
 STOCKHOLDER
MATTERS.
   -63-




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##### Table of Contents



Total as aPercentage ofOptions
    
    
    
    
    
    SharesNumber of
    
    Exercisable
    
    Total
    
    OutstandingShares
    
    Within 60
    
    Beneficial
    
    (if 1% orBeneficial Owner
    
    Owned
    
    Days
    
    Ownership
    
    more)aAshford Capital Management, Inc.
P.O. Box 4172
Wilmington, Delaware 19807
    
    
    869,800
    b
    
    
    
    
    
    
    869,800
    
    
    
    8.5
    %Highbridge
Strategic
Opportunities LP
The Cayman Corporate Centre,
4th Floor
27 Hospital Road
Georgetown, Grand Cayman
Cayman Islands, British West Indies
    
    
    736,600
    c
    
    
    
    
    
    
    736,600
    
    
    
    7.2
    %Trafelet & Company, LLC
900 Third Avenue,
5th Floor
New York, NY 10022
    
    
    650,000
    d
    
    
    
    
    
    
    650,000
    
    
    
    6.4
    %Morgan Stanley
1585 Broadway
New York, NY 10036
    
    
    631,174
    e
    
    
    
    
    
    
    631,174
    
    
    
    6.2
    %Michael J. Blumenfeld
    
    
    1,540,086
    
    
    
    130,000
    
    
    
    1,670,086
    
    
    
    16.2
    %Adam Blumenfeld
    
    
    242,100
    
    
    
    115,000
    
    
    
    357,100
    
    
    
    3.5
    %Jeff Davidowitz
    
    
    140,302
    f
    
    
    18,500
    
    
    
    158,802
    
    
    
    1.6
    %Tevis Martin
    
    
    1,000


    
    
    125,000
    
    
    
    126,000
    
    
    
    1.2
    %Arthur J. Coerver
    
    
    72,790
    g
    
    
    43,000
    
    
    
    115,790
    
    
    
    1.1
    %William H. Watkins, Jr.
    
    
    43,603
    h
    
    
    18,500
    
    
    
    62,103
    
    
    
    *Harvey Rothenberg
    
    
    17,117
    i
    
    
    48,000
    i
    
    
    63,117
    
    
    
    *Robert W. Hampton
    
    
    
    
    
    
    15,000
    
    
    
    15,000
    
    
    
    *William R. Estill
    
    
    2,458
    
    
    
    50,000
    
    
    
    52,458
    
    
    
    *Chadd Edlein
    
    
    14,000
    
    
    
    41,500
    
    
    
    55,500
    
    
    
    *Directors and executive
officers as a group (10 persons)
    
    
    2,073,456
    
    
    
    602,500
    
    
    
    2,675,956
    
    
    
    24.8
    %
 
 *
    -
    The percentage of shares beneficially owned does not exceed 1%.a
    -
    Based on the number of shares outstanding (10,179,447) at the close of business on September 12, 2005.b
    -
    Based on information filed on a Schedule 13G/A with the SEC on February 24, 2005.c
    -
    Based on information filed on a Schedule 13G with the SEC on July 15, 2005.d
    -
    Based on information filed on a Schedule 13G with the SEC on January 13, 2005.e
    -
    Based on information filed on a Schedule 13G with the SEC on February 15, 2005.f
    -
    Includes (i) 34,751 shares held by Penn Footwear Retirement Trust of which Mr. Davidowitz is a trustee,
(ii) 67,551 shares held by JIBS Equities LP of which Mr. Davidowitz is a general partner, (iii) 9,000 shares
held by Penn Footwear, Inc. of which Mr. Davidowitz is President and a stockholder, (iv) 4,000 shares held by
Oldfield Company of which Mr. Davidowitz is President and a stockholder, (v) 10,000 shares held by DVD Partners
LP of which Mr. Davidowitz is a general partner, and (vi) 10,000 shares held by 3D Partners LP of which Mr.
Davidowitz is general partner. -64-




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##### Table of Contents



g
    -
    Includes (i) 6,700 shares held in trust for the benefit of Mr. Coerver and (ii) 1,212 shares held by
Mr. Coervers spouse.h
    -
    Includes 30,303 shares held in trust for the benefit of Mr. Watkins.i
    -
    Includes (i) 1,687 shares held in trust for the benefit of Mr. Rothenbergs minor child, (ii) 3,430
shares held in trust for the benefit of Mr. Rothenberg and (iii) 4,000 shares issuable upon exercise of
employee stock options held by Mr. Rothenbergs spouse. -65-




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##### Table of Contents



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 Relationships with Officers and Directors
  -66-




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##### Table of Contents



ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.
  ExhibitNumber
    
    Description
    
    Location2.1
    
    Agreement and Plan of Merger, dated as
of December 30, 2003, by and among
Tomark, Inc., Collegiate Pacific Inc.,
BOO Merger Corp., Thomas C. White and
Mark S. Harpin.
    
    Exhibit 2.1 to the
Registrants
Current Report on
Form 8-K filed on
January 23, 2004.2.2
    
    Asset Purchase Agreement, dated as of
February 9, 2004, by and among Kesslers
Team Sports, Inc., Collegiate Pacific
Inc., BOO Acquisition Corp., Bob
Dickman, Dan Dickman, Phil Dickman and
Floyd Dickman.
    
    Exhibit 2.1 to the
Registrants
Current Report on
Form 8-K filed on
April 8, 2004.2.3
    
    Stock Purchase Agreement, dated as of
July 23, 2004, by and among Collegiate
Pacific Inc., Kenneth L. Caravati and
C. Michael Caravati.
    
    Exhibit 2.1 to the
Registrants
Current Report on
Form 8-K filed on
August 10, 2004.2.4
    
    Stock Purchase Agreement, dated as of
December 10, 2004, by and among
Collegiate Pacific Inc., Barbara L.
Smith, Carmine McWeeney and Michael
McWeeney.
    
    Exhibit 99.1 to the
Registrants
current Report on
Form 8-K filed on
December 13, 2004.2.5
    
    Stock Purchase Agreement, dated as of
May 11, 2005, by and among Collegiate
Pacific Inc., Albert A. Messier and
Daniel F. Salkeld.
    
    Exhibit 10.1 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2005.2.6
    
    Stock Purchase Agreement, dated as of
July 1, 2005, by and among Collegiate
Pacific Inc., Emerson Radio Corp. and
Emerson Radio (Hong Kong) Limited.
    
    Exhibit 10.1 to the
Registrants
Current Report on
Form 8-K filed on
July 8, 2005.2.7
    
    Asset Purchase Agreement, dated as of
August 3, 2005, by and among Collegiate
Pacific Inc., Salkeld & Sons, Inc. and
Albert A. Messier.
    
    Exhibit 10.1 to the
Registrants
Current Report on
Form 8-K filed on
August 5, 2005.2.8
    
    Agreement and Plan of Merger, dated as
of September 7, 2005, by and among
Collegiate Pacific Inc., CP Merger Sub,
Inc. and Sport Supply Group, Inc.
    
    Exhibit 2.1 to the
Registrants
Current Report on
Form 8-K filed on
September 8, 2005.3.1
    
    Certificate of Incorporation of the
Registrant.
    
    Exhibit 1 to the
Registrants
Registration
Statement on Form
8-A filed on
September 9, 1999.
 -67-




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location3.2
    
    By-Laws of the Registrant.
    
    Exhibit 2 to the
Registrants
Registration
Statement on Form
8-A filed on
September 9, 1999.3.3
    
    Certificate of Amendment to Certificate
of Incorporation of Collegiate Pacific
Inc.
    
    Exhibit 3.10 to the
Registrants
Registration
Statement on Form
SB-2 (No.
333-34294)
originally filed on
April 7, 2000.4.1
    
    Specimen Certificate of Common Stock,
$0.01 par value, of Collegiate Pacific
Inc.
    
    Exhibit 3 to the
Registrants
Registration
Statement on Form
8-A filed on
September 9, 1999.4.2
    
    Indenture, dated as of November 26,
2004, by and between Collegiate Pacific
Inc. and The Bank of New York Trust
Company N.A., as Trustee.
    
    Exhibit 99.1 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.4.3
    
    Form of 5.75% Convertible Senior
Subordinated Note Due 2009 (included in
Section 2.2 of Exhibit 4.2 to this
report).
    
    Exhibit 99.2 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.4.4
    
    Registration Rights Agreement, dated as
of November 26, 2004, by and between
Collegiate Pacific Inc. and Thomas
Weisel Partners LLC.
    
    Exhibit 99.3 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.10.1
    
    Loan and Security Agreement, dated
November 5, 2003, by and between
Collegiate Pacific Inc. and Merrill
Lynch Business Financial Services Inc.
    
    Exhibit 10.1 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended December 31,
2003.10.2
    
    Amendment to Loan and Security
Agreement, dated April 28, 2004, by and
between Collegiate Pacific Inc. and
Merrill Lynch Business Financial
Services Inc.
    
    Exhibit 10.1 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2004.10.3
    
    Amended and Restated 1998 Collegiate
Pacific Inc. Stock Option Plan and form
of Stock Option Agreements.*
    
    Exhibit 10.3 to the
Registrants Annual
Report on Form
10-KSB filed for
the fiscal year
ended June 30,
2004.10.4
    
    Lease Agreement, dated July 1, 1997, by
and between Collegiate Pacific Inc. and
The Realty Associates Fund VI, L.P.
    
    Exhibit 10.8 to the
Registrants Annual
Report on Form
10-KSB filed for
the fiscal year
ended June 30,
1998.10.5
    
    Lease Agreement, dated April 1, 2004,
by and between Collegiate Pacific Inc.
and RPD Services, Inc.
    
    Exhibit 10.2 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2004.10.6
    
    Lease Agreement, dated May 21, 2004, by
and between Tomark Sports, Inc., and
Edward A. Money and Marilyn J. Money,
Trustees of the Money Family Trust.*
 -68-




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location10.7
    
    Lease Agreement, dated July 6, 1994, by
and between Dixie Sporting Goods Co.,
Inc. and E. Carlton Wilton.
    
    Exhibit 10.7 to the
Registrants Annual
Report on Form
10-KSB filed for
the fiscal year
ended June 30,
2004.10.8
    
    Amendment to Loan Agreement, dated
August 26, 2004, by and between
Collegiate Pacific Inc. and Merrill
Lynch Business Financial Services Inc.
    
    Exhibit 10.8 to the
Registrants Annual
Report on Form
10-KSB filed for
the fiscal year
ended June 30,
2004.10.9
    
    Consent Agreement, dated as of November
18, 2004, by and between Merrill Lynch
Business Financial Services Inc. and
Collegiate Pacific Inc.
    
    Exhibit 99.7 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.10.10
    
    Letter Agreement, dated as of November
23, 2004, by and among Merrill Lynch
Business Financial Services Inc.,
Kesslers Team Sports Inc. and Dixie
Sporting Goods Co., Inc.
    
    Exhibit 99.4 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.10.11
    
    Letter, dated as of November 26, 2004,
from Merrill Lynch Business Financial
Services Inc. relating to the Loan
Documents by and between Merrill Lynch
Business Financial Services Inc. and
Collegiate Pacific Inc.
    
    Exhibit 99.5 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.10.12
    
    Lease Agreement, dated December 10,
2005, by and between McWeeney Smith
Partnership and CMS of Central Florida,
Inc d/b/a Orlando Team Sports.
    
    Exhibit 10.4 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended December 31,
2004.10.13
    
    Consent Agreement, dated as of May 9,
2005, by and among Merrill Lynch
Business Financial Services Inc.,
Collegiate Pacific Inc., Tomark Sports
Inc., Kesslers Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and CMS of
Central Florida, Inc.
    
    Exhibit 10.2 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2005.10.14
    
    Letter Agreement, dated as of May 12,
2005, by and among Merrill Lynch
Business Financial Services Inc.,
Collegiate Pacific Inc., Tomark Sports,
Inc., Kesslers Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and CMS of
Central Florida, Inc.
    
    Exhibit 10.3 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2005.10.15
    
    Lease Agreement, dated as of August 3,
2005, by and among Salkeld & Sons, Inc.
and Albert A. Messier.
    
    Exhibit 10.2 to the
Registrants
Current Report on
Form 8-K filed on
August 5, 2005.
 -69-




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location10.16
    
    Collegiate Pacific Inc.s 401(k) Plan,
dated as of April 15, 2005.*10.17
    
    Letter Agreement, dated as of September
15, 2005, by and among Merrill Lynch
Business Financial Services Inc.,
Collegiate Pacific Inc., Tomark Sports,
Inc., Kesslers Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and CMS of
Central Florida, Inc.*10.18
    
    Second Amendment to Lease, dated as of
February 10, 2003, by and between
Collegiate Pacific Inc. and The Realty
Associates Fund VI, L.P.*10.19
    
    Amendment to Loan documents and Consent
Agreement, dated as of September 19,
2005, by and among Merrill Lynch
Business Financial Services Inc.,
Collegiate Pacific Inc., Tomark Sports,
Inc., Kesslers Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and CMS of
Central Florida, Inc.*14
    
    Code of Ethics.
    
    Exhibit 14 to the
Registrants Annual
Report on Form
10-KSB for the
fiscal year ended
June 30, 2003.21
    
    Subsidiaries of Collegiate Pacific Inc.*23
    
    Consent of Grant Thornton LLP.*31.1
    
    Certification of the Chief Executive
Officer pursuant to Rule 13a-14(a) or
15(d)-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002.*31.2
    
    Certification of the Chief Financial
Officer pursuant to Rule 13a-14(a) or
15(d)-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002.*32.1
    
    Certification of the Chief Executive
Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.**32.2
    
    Certification of the Chief Financial
Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.**
 
 *
    
    Filed herewith**
    
    Furnished herewith -70-




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
  Audit Committee Pre-Approval Policies
  - 71 -




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- 72 -




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SIGNATURES
  COLLEGIATE PACIFIC INC.September 19, 2005
    
    By:
    
    /s/ Michael J. BlumenfeldMichael J. Blumenfeld,
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
  Signature
    
    Capacity/s/ Michael J. Blumenfeld

Michael J. Blumenfeld
    
    Chairman of the Board and
Chief Executive Officer/s/ Adam Blumenfeld

Adam Blumenfeld
    
    President and Director/s/ William R. Estill

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

Jeff Davidowitz
    
    Director/s/ Robert W. Hampton

Robert W. Hampton
    
    Director/s/ William H. Watkins, Jr.

William H. Watkins, Jr.
    
    Director
 - 73 -




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description
    
    Location2.1
    
    Agreement and Plan of Merger, dated as
of December 30, 2003, by and among
Tomark, Inc., Collegiate Pacific Inc.,
BOO Merger Corp., Thomas C. White and
Mark S. Harpin.
    
    Exhibit 2.1 to the
Registrants
Current Report on
Form 8-K filed on
January 23, 2004.2.2
    
    Asset Purchase Agreement, dated as of
February 9, 2004, by and among Kesslers
Team Sports, Inc., Collegiate Pacific
Inc., BOO Acquisition Corp., Bob
Dickman, Dan Dickman, Phil Dickman and
Floyd Dickman.
    
    Exhibit 2.1 to the
Registrants
Current Report on
Form 8-K filed on
April 8, 2004.2.3
    
    Stock Purchase Agreement, dated as of
July 23, 2004, by and among Collegiate
Pacific Inc., Kenneth L. Caravati and
C. Michael Caravati.
    
    Exhibit 2.1 to the
Registrants
Current Report on
Form 8-K filed on August 10, 2004.2.4
    
    Stock Purchase Agreement, dated as of
December 10, 2004, by and among
Collegiate Pacific Inc., Barbara L.
Smith, Carmine McWeeney and Michael
McWeeney.
    
    Exhibit 99.1 to the
Registrants
current Report on
Form 8-K filed on
December 13, 2004.2.5
    
    Stock Purchase Agreement, dated as of
May 11, 2005, by and among Collegiate
Pacific Inc., Albert A. Messier and
Daniel F. Salkeld.
    
    Exhibit 10.1 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2005.2.6
    
    Stock Purchase Agreement, dated as of
July 1, 2005, by and among Collegiate
Pacific Inc., Emerson Radio Corp. and
Emerson Radio (Hong Kong) Limited.
    
    Exhibit 10.1 to the
Registrants
Current Report on
Form 8-K filed on
July 8, 2005.2.7
    
    Asset Purchase Agreement, dated as of
August 3, 2005, by and among Collegiate
Pacific Inc., Salkeld & Sons, Inc. and
Albert A. Messier.
    
    Exhibit 10.1 to the
Registrants
Current Report on
Form 8-K filed on
August 5, 2005.2.8
    
    Agreement and Plan of Merger, dated as
of September 7, 2005, by and among
Collegiate Pacific Inc., CP Merger Sub,
Inc. and Sport Supply Group, Inc.
    
    Exhibit 2.1 to the
Registrants
Current Report on
Form 8-K filed on
September 8, 2005.3.1
    
    Certificate of Incorporation of the
Registrant.
    
    Exhibit 1 to the
Registrants
Registration
Statement on Form
8-A filed on
September 9, 1999.3.2
    
    By-Laws of the Registrant.
    
    Exhibit 2 to the
Registrants
Registration
Statement on Form
8-A filed on
September 9, 1999.




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location3.3
    
    Certificate of Amendment to Certificate
of Incorporation of Collegiate Pacific
Inc.
    
    Exhibit 3.10 to the
Registrants
Registration
Statement on Form
SB-2 (No.
333-34294)
originally filed on
April 7, 2000.4.1
    
    Specimen Certificate of Common Stock,
$0.01 par value, of Collegiate Pacific
Inc.
    
    Exhibit 3 to the
Registrants
Registration
Statement on Form
8-A filed on
September 9, 1999.4.2
    
    Indenture, dated as of November 26,
2004, by and between Collegiate Pacific
Inc. and The Bank of New York Trust
Company N.A., as Trustee.
    
    Exhibit 99.1 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.4.3
    
    Form of 5.75% Convertible Senior
Subordinated Note Due 2009 (included in
Section 2.2 of Exhibit 4.2 to this
report).
    
    Exhibit 99.2 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.4.4
    
    Registration Rights Agreement, dated as
of November 26, 2004, by and between
Collegiate Pacific Inc. and Thomas
Weisel Partners LLC.
    
    Exhibit 99.3 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.10.1
    
    Loan and Security Agreement, dated
November 5, 2003, by and between
Collegiate Pacific Inc. and Merrill
Lynch Business Financial Services Inc.
    
    Exhibit 10.1 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended December 31,
2003.10.2
    
    Amendment to Loan and Security
Agreement, dated April 28, 2004, by and
between Collegiate Pacific Inc. and
Merrill Lynch Business Financial
Services Inc.
    
    Exhibit 10.1 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2004.10.3
    
    Amended and Restated 1998 Collegiate
Pacific Inc. Stock Option Plan and form
of Stock Option Agreements.*
    
    Exhibit 10.3 to the
Registrants Annual
Report on Form
10-KSB filed for
the fiscal year
ended June 30,
2004.10.4
    
    Lease Agreement, dated July 1, 1997, by
and between Collegiate Pacific Inc. and
The Realty Associates Fund VI, L.P.
    
    Exhibit 10.8 to the
Registrants Annual
Report on Form
10-KSB filed for
the fiscal year
ended June 30,
1998.10.5
    
    Lease Agreement, dated April 1, 2004,
by and between Collegiate Pacific Inc.
and RPD Services, Inc.
    
    Exhibit 10.2 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2004.10.6
    
    Lease Agreement, dated May 21, 2004, by
and between Tomark Sports, Inc., and
Edward A. Money and Marilyn J. Money,
Trustees of the Money Family Trust.*




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location10.7
    
    Lease Agreement, dated July 6, 1994, by
and between Dixie Sporting Goods Co.,
Inc. and E. Carlton Wilton.
    
    Exhibit 10.7 to the
Registrants Annual
Report on Form
10-KSB filed for
the fiscal year
ended June 30,
2004.10.8
    
    Amendment to Loan Agreement, dated
August 26, 2004, by and between
Collegiate Pacific Inc. and Merrill
Lynch Business Financial Services Inc.
    
    Exhibit 10.8 to the
Registrants Annual
Report on Form
10-KSB filed for
the fiscal year
ended June 30,
2004.10.9
    
    Consent Agreement, dated as of November
18, 2004, by and between Merrill Lynch
Business Financial Services Inc. and
Collegiate Pacific Inc.
    
    Exhibit 99.7 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.10.10
    
    Letter Agreement, dated as of November
23, 2004, by and among Merrill Lynch
Business Financial Services Inc.,
Kesslers Team Sports Inc. and Dixie
Sporting Goods Co., Inc.
    
    Exhibit 99.4 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.10.11
    
    Letter, dated as of November 26, 2004,
from Merrill Lynch Business Financial
Services Inc. relating to the Loan
Documents by and between Merrill Lynch
Business Financial Services Inc. and
Collegiate Pacific Inc.
    
    Exhibit 99.5 to the
Registrants
Current Report on
Form 8-K filed on
November 29, 2004.10.12
    
    Lease Agreement, dated December 10,
2005, by and between McWeeney Smith
Partnership and CMS of Central Florida,
Inc d/b/a Orlando Team Sports.
    
    Exhibit 10.4 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended December 31,
2004.10.13
    
    Consent Agreement, dated as of May 9,
2005, by and among Merrill Lynch
Business Financial Services Inc.,
Collegiate Pacific Inc., Tomark Sports
Inc., Kesslers Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and CMS of
Central Florida, Inc.
    
    Exhibit 10.2 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2005.10.14
    
    Letter Agreement, dated as of May 12,
2005, by and among Merrill Lynch
Business Financial Services Inc.,
Collegiate Pacific Inc., Tomark Sports,
Inc., Kesslers Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and CMS of
Central Florida, Inc.
    
    Exhibit 10.3 to the
Registrants
Quarterly Report on
Form 10-QSB for the
fiscal quarter
ended March 31,
2005.10.15
    
    Lease Agreement, dated as of August 3,
2005, by and among Salkeld & Sons, Inc.
and Albert A. Messier.
    
    Exhibit 10.2 to the
Registrants
Current Report on
Form 8-K filed on
August 5, 2005.10.16
    
    Collegiate Pacific Inc.s 401(k) Plan,
dated as of April 15, 2005.*




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location10.17
    
    Letter Agreement, dated as of September
15, 2005, by and among Merrill Lynch
Business Financial Services Inc.,
Collegiate Pacific Inc., Tomark Sports,
Inc., Kesslers Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and CMS of
Central Florida, Inc.*10.18
    
    Second Amendment to Lease, dated as of
February 10, 2003, by and between
Collegiate Pacific Inc. and The Realty
Associates Fund VI, L.P.*10.19
    
    Amendment to Loan documents and Consent
Agreement, dated as of September 19,
2005, by and among Merrill Lynch
Business Financial Services Inc.,
Collegiate Pacific Inc., Tomark Sports,
Inc., Kesslers Team Sports, Inc., Dixie
Sporting Goods Co., Inc. and CMS of
Central Florida, Inc.*14
    
    Code of Ethics.
    
    Exhibit 14 to the
Registrants Annual
Report on Form
10-KSB for the
fiscal year ended
June 30, 2003.21
    
    Subsidiaries of Collegiate Pacific Inc.*23
    
    Consent of Grant Thornton LLP.*31.1
    
    Certification of the Chief Executive
Officer pursuant to Rule 13a-14(a) or
15(d)-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002.*31.2
    
    Certification of the Chief Financial
Officer pursuant to Rule 13a-14(a) or
15(d)-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act
of 2002.*32.1
    
    Certification of the Chief Executive
Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.**32.2
    
    Certification of the Chief Financial
Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.**
 
 *
    
    Filed herewith**
    
    Furnished herewith