<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-KSB
(Mark One)
   X            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--------        AND EXCHANGE ACT OF 1934
                FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                                       OR
                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--------        SECURITIES EXCHANGE ACT OF 1934

                           COMMISSION FILE NO. 0-17293

                             COLLEGIATE PACIFIC INC.

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

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

                                 (972) 243-8100
                (Issuer's Telephone Number, Including Area Code)
        Securities registered pursuant to Section 12(b) of the Act: NONE
           Securities Registered Pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of Class)
                         COMMON STOCK PURCHASE WARRANTS
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  YES  X    NO
                                                               ---      ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Issuer's revenues for the fiscal year ended June 30, 2002 were $16,901,125.

The aggregate market value of voting stock held by non-affiliates of the
registrant is approximately $9,687,750. This amount was calculated by reducing
the total number of shares of common stock held by officers, directors, and
shareholders owning in excess of 10% of the issuer's common stock, and
multiplying the remainder by the average of the bid and ask price for the
issuer's common stock on September 23, 2002, as reported on the National
Association of Securities Dealers, Inc. Automated Quotation System. 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 23, 2002, there were 4,300,659 shares of the issuer's common stock,
$0.01 par value, outstanding, and 4,244,607 common stock purchase warrants to
acquire shares of the issuer's common stock outstanding.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the issuer's Proxy Statement for the Annual Meeting of Stockholders
to be held on or about December 12, 2002 (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, 2002

                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>

PART I

Item 1            Description of Business                                                                        1

Item 2            Description of Property                                                                        4

Item 3            Legal Proceedings                                                                              4

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

PART II

Item 5            Market for Common Equity and Related Stockholder Matters                                       5

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

Item 7            Consolidated Financial Statements                                                             14

Item 8            Changes in and Disagreements with Accountants on Accounting and Financial
                  Disclosure                                                                                    28


PART III

Item 9            Directors, Executive Officers, Promoters and Control Persons; Compliance with
                  Section 16(a) of the Exchange Act                                                             29

Item 10           Executive Compensation                                                                        29

Item 11           Security Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters                                                                           29

Item 12           Certain Relationships and Related Transactions                                                29

PART IV

Item 13           Exhibits, List and Reports on Form 8-K                                                        30


SIGNATURES                                                                                                      33

CERTIFICATIONS                                                                                                  34
</Table>



<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         The Company's executive offices are located at 13950 Senlac Drive,
Suite 100, Dallas, Texas 75234, and our telephone number at that location is
(972) 243-8100. The Company's fiscal year ends on June 30th. References herein
to "fiscal 2000," "fiscal 2001," "fiscal 2002" and "fiscal 2003" refer to our
fiscal years ended June 30, 2000, 2001, 2002, and 2003 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 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 2003. 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, and it is carefully
maintained, screened, and crosschecked. We subdivided this mailing list into
various combinations designed to place catalogs in the hands of the individuals
making the purchase decisions. The master mailing list is also subdivided by
relevant product types, seasons, and customer profiles. We also use other forms
of solicitations such as trade shows, telemarketing, and the Internet.

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

         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;



                                      -2-
<PAGE>

         o        increase in import duties;

         o        changes in customs regulations;

         o        adverse economic conditions in foreign countries; and

         o        political turmoil.

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

SEASONAL NATURE OF BUSINESS

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

COMPETITION

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

EMPLOYEES

         We currently employ 56 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. 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 purchase warrants trade on the American
Stock Exchange under the symbol "BOO/WS." Prior to June 7, 2000, the Company's
common stock traded on the NASD's Bulletin Board. The redeemable common stock
purchase warrants did not trade until May 2000.

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

<Table>
<Caption>

         COMMON STOCK                      FISCAL 2002              FISCAL 2001
--------------------------------       --------------------    --------------------
       CALENDAR PERIOD                   LOW         HIGH        LOW         HIGH
--------------------------------       --------    --------    --------    --------

<S>                                    <C>         <C>         <C>         <C>
July 1 - September 30                  $   3.88    $   5.65    $   6.00    $   9.75
October 1 - December 31                    4.90        5.93        5.50        6.75
January 1 - March 31                       5.00        7.12        3.75        5.63
April 1 - June 30                          4.70        7.50        3.85        4.10
</Table>

<Table>
<Caption>

            WARRANTS                        FISCAL 2002             FISCAL 2001
--------------------------------       --------------------    --------------------
        CALENDAR PERIOD                  LOW         HIGH        LOW         HIGH
--------------------------------       --------    --------    --------    --------
<S>                                    <C>         <C>         <C>         <C>
July 1 - September 30                  $   0.83    $   0.83    $   1.25    $   1.88
October 1 - December 31                    0.90        1.25        1.00        1.25
January 1 - March 31                       1.00        2.65        0.60        0.90
April 1 - June 30                          1.05        2.81        0.73        0.85
</Table>

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

         As of September 23, 2002, there were approximately 335 holders of
record of our common stock, and there were 4,300,659 shares of common stock
issued and outstanding and 4,244,607 common stock purchase warrants issued and
outstanding.

         The Company did not declare or pay any cash dividends on its common
stock during fiscal 2002. On May 26, 2000, each record holder of our common
stock received a special dividend from the Company of one warrant for each share
of common stock owned by the record holder. The Company issued the warrants
pursuant to a warrant agreement between the Company and Continental Stock
Transfer and Trust Company, Inc.

         Each warrant entitles the holder to purchase from the Company, for
cash, one share of common stock at $5.00 per share. The number of shares
purchasable upon exercise of each warrant and price per share may be adjusted
under certain conditions. Holders may exercise the warrants at any time on or
before May 26, 2005, unless extended by the Company. The warrants are callable
and cancelable at a cancellation price of $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, we announced for the first time that we would
pay a cash dividend of $0.02 per share on October 11, 2002, to all shareholders
of record on September 30, 2002. 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,




                                      -5-
<PAGE>

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.



                                      -6-
<PAGE>



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

RESULTS OF OPERATIONS

FISCAL YEAR ENDED JUNE 30, 2002 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2001

         Net Sales. Net sales for the twelve months ended June 30, 2002,
increased by approximately $3.6 million, or approximately 27.3%, compared to the
same period in 2001. We attribute the growth in net sales primarily to an
overall increase in catalog sales and dealer-related revenues. We believe future
net sales will continue to rise from current levels, however, no assurances can
be made that any future increases in revenues will be at the same rate. We also
believe that seasonality in 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.

         Gross Profit. The Company's gross profit for the twelve months ended
June 30, 2002, increased by approximately $1.5 million, or approximately 31.6%,
compared to the same period in 2001. As a percentage of sales, gross profit
increased to 37.0% compared to 35.8% for the same period in 2001. The increase
in gross profit was primarily due to the increase in sales of the Company's
manufactured products which, historically, have been sold at higher margins, as
well as a small decrease in freight costs.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the twelve months ended June 30, 2002, increased by
approximately $691 thousand, or approximately 15.0%, compared to the same period
in 2001. As a percentage of sales, selling, general and administrative expenses
decreased to approximately 31.4% from 34.8% for fiscal 2001. The increase in
selling, general, and administrative expenses was due primarily to:

         o        an increase in salaries and personnel related costs of
                  approximately $431 thousand for additional personnel hired by
                  the Company to manage the increase in its sales volume;

         o        an increase in advertising and trade show expenses of
                  approximately $235 thousand, primarily for mailing catalogs to
                  existing and new customers, as well as an increase in fliers
                  and promotional literature; and

         o        an increase in the cost of property, casualty, and liability
                  insurance of approximately $78 thousand.

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

         Operating Profit. Operating profit increased by approximately $808
thousand for the twelve months ended June 30, 2002, compared to the same period
in fiscal 2001. As a percentage of net sales, the operating profit increased to
approximately 5.6% compared to 1.0% for the twelve-months ended June 30, 2001.
The increase was attributable to increased sales activity, an increase in gross
profit as a percentage of sales, and the reduction of selling, general and
administrative expenses as a percentage of sales during fiscal 2002.

         Interest Expense. Interest expense decreased by approximately $16
thousand for the twelve months ended June 30, 2002, compared to the twelve
months ended June 30, 2001. As a percentage of sales, interest expense was
approximately 0.8% and 1.2% for the twelve months ended June 30, 2002 and 2001,
respectively. The decrease in interest expense primarily reflects the net cash
provided by operating activities used to reduce the Company's borrowings during
fiscal 2002. Approximately $86 thousand of



                                      -7-
<PAGE>

the interest expense in both fiscal 2002 and 2001 was for interest paid on the
note payable to Mr. Blumenfeld. See "Liquidity and Capital Resources."

         Net Income. Net income increased by approximately $801 thousand for the
twelve months ended June 30, 2002, compared to the same period in fiscal 2001.
As a percentage of net sales, net income increased to approximately 4.8% for the
twelve months ended June 30, 2002 compared to 0.03% for the twelve months ended
June 30, 2001. The increase was attributable to increased sales activity, a
small increase in gross profit as a percentage of sales, and the reduction of
selling, general and administrative expenses as a percentage of sales during
fiscal 2002.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operations for the twelve months ended June 30,
2002, was approximately $867 thousand, compared to net cash used by the Company
of approximately $554 thousand for the same period in 2001. The increase in cash
flow was due primarily to an increase in net income resulting from the increase
in sales levels and smaller increases in our investment in working capital.

         The Company used approximately $161 thousand in cash for investing
activities during fiscal 2002. The primary use of cash in investing activities
was the purchase of property and equipment. The Company expects to increase
spending for capital expenditures in fiscal 2003 by approximately $100 thousand
to expand its Texas distribution facility.

         The Company used approximately $788 thousand in cash for financing
activities for the twelve months ended June 30, 2002. The cash was used to repay
borrowings on the Company's line of credit and note payable to stockholder, as
well as to purchase treasury shares.

         Current assets as of June 30, 2002, totaled approximately $5.4 million,
thereby providing the Company with working capital of approximately $4.1
million.

         On December 26, 2001, the Company agreed to terms for a $2.5 million
revolving line of credit with Bank of America, N.A. (the "Line of Credit"). The
Line of Credit allows the Company to borrow funds based upon a certain
percentage of its eligible accounts receivable and inventories. This facility
will mature on December 26, 2003, and 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 1/2% or LIBOR plus 3%. As of June 30,
2002, no amount was outstanding under the Line of Credit, thereby leaving the
Company with approximately $2.5 million of availability. Approximately $420
thousand was outstanding at June 30, 2001. The Company's note payable to
stockholder is subordinate to the Line of Credit and the stockholder guaranteed
the repayment of up to $1.0 million outstanding under the Line of Credit. On
August 22, 2002, the Company and Bank of America agreed to amend the terms of
the Line of Credit by increasing the Company's revolving line of credit to $5.0
million and extending the term of the facility to July 2004. Further, the
Company may now borrow against up to 85% of its eligible accounts receivable and
no portion of the Line of Credit is guaranteed by the Company's principal
stockholder.

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

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



                                      -8-
<PAGE>

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 $805 thousand and $4 thousand for fiscal 2002 and fiscal 2001,
respectively.

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

         o        greater name recognition within the industry.

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



                                      -9-
<PAGE>

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

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



                                      -10-
<PAGE>

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 Mr. Blumenfeld. The Company does not have a "key person" life
insurance policy on any of its officers or other employees.

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

RISKS RELATED TO INTERNATIONAL SUPPLIERS

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

         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 many
risks, including:



                                      -11-
<PAGE>

         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 2,186,107 shares or 51% of our common stock,
and holds options and a Warrant convertible into 2,107,607 shares of the
Company's outstanding voting Common Stock. As a result, Mr. Blumenfeld has the
power to initiate or block corporate actions such as an amendment to the
Company's Certificate of Incorporation, the consummation of any merger, or the
sale of all or substantially all of the assets of the Company. In addition, Mr.
Blumenfeld may control the election of directors and any other action requiring
stockholder approval.

VOLATILITY OF STOCK PRICE

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

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

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

         o        quarterly variations in operating results; and

         o        general economic and market conditions.

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

OUTSTANDING STOCK OPTIONS

         Outstanding options may have an effect on the price of our securities.
We have granted 498,200 options, each to purchase one share of our Common Stock,
to key employees, officers, and directors under our 1998 Collegiate Pacific Inc.
Stock Option Plan. These outstanding options could have a significant adverse
effect on the trading price of our common stock, especially if a significant
volume of the options were exercised and the stock issued were immediately sold
into the public market.



                                      -12-
<PAGE>

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

         As of September 23, 2002, there were 652,200 options and 4,244,607
warrants outstanding and held by shareholders and certain third parties to
purchase approximately 4,896,807 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 will have a
dilutive impact on other shareholders.

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

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

         Before exercising the Warrants, a current registration statement (or an
exemption therefrom) must be in effect with the Commission and with the various
state securities authorities in the states where Warrant holders reside. We
intend to keep effective a registration statement covering the Warrants and the
underlying shares while the Warrants are exercisable. However, we expect to
incur substantial continuing expenses for legal and accounting fees in doing so.
There can be no assurance that we will be able to maintain a current
registration statement while 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 after the occurrence of
certain preconditions. Redemption of the Warrants could force the Warrant
holders to exercise the Warrants at a time when it may be disadvantageous for
the holders to do so or to sell the Warrants at their then current market price
when the holders might otherwise wish to hold the Warrants for possible
appreciation. Any holders who do not exercise warrants prior to their expiration
or redemption, as the case may be, will forfeit the right to purchase the shares
of Common Stock underlying the Warrants.




                                      -13-
<PAGE>



ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS.

<Table>
<Caption>

                                                                                           Page
                                                                                           ----

<S>                                                                                        <C>
         Index to Consolidated Financial Statements                                        14
         Report of Independent Certified Public Accountants                                15
         Consolidated Balance Sheets as of June 30, 2002 and 2001                          16
         Consolidated Statements of Income for the years ended June 30, 2002
         and 2001                                                                          17
         Consolidated Statement of Stockholders' Equity for the years ended
         June 30, 2002 and 2001                                                            18
         Consolidated Statements of Cash Flows for the years ended June 30, 2002
         and 2001                                                                          19
         Notes to Consolidated Financial Statements                                        20
</Table>





                                      -14-
<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 Subsidiaries as of June 30, 2002 and 2001, 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 consolidated financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Collegiate Pacific Inc. and Subsidiaries as of June 30, 2002 and 2001, 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
July 24, 2002, except for Notes 7 and 13
as to which the date is August 31, 2002







                                      -15-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2002 AND 2001

<Table>
<Caption>
                                     ASSETS

                                                                      2002           2001
                                                                   ----------     ----------
<S>                                                                <C>            <C>
Current assets:
     Cash and cash equivalents                                     $  267,362     $  349,508
     Accounts receivable, less allowance for doubtful accounts
       of $96,181 in 2002 and $87,187 in 2001                       1,990,997      1,797,079
     Inventories                                                    2,984,803      2,787,169
     Prepaid expenses and other current assets                        149,442        146,328
                                                                   ----------     ----------
             Total current assets                                   5,392,604      5,080,084
Property and equipment, net of accumulated depreciation
  of $445,635 in 2002 and $295,980 in 2001                            502,275        523,472
Other assets:
     License agreements, net of accumulated amortization of
       $82,759 in 2002 and $44,296 in 2001                            152,670        100,106
     Goodwill                                                         544,375        544,375
     Other assets, net                                                260,798        283,319
                                                                   ----------     ----------
                                                                   $6,852,722     $6,531,356
                                                                   ==========     ==========
</Table>

<Table>
<Caption>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                      2002           2001
                                                                   ----------     -----------
<S>                                                                 <C>            <C>
Current liabilities:
     Accounts payable                                              $1,154,398     $   942,129
     Accrued expenses                                                 128,648         124,190
     Revolving line of credit                                              --         420,000
     Notes payable to stockholders, current portion                        --         290,973
     Other current liabilities                                          7,553          16,144
                                                                   ----------     -----------
             Total current liabilities                              1,290,599       1,793,436

Notes payable to stockholders, net of current portion                 353,063         365,027
                                                                   ----------     -----------

             Total liabilities                                      1,643,662       2,158,463

Stockholders' equity:
    Common stock, $.01 par value; authorized 20,000,000 shares,
    issued: 4,300,659 in 2002 and 4,264,773 in 2001                    43,007          42,648
     Additional paid-in capital                                     6,607,546       6,452,278
     Accumulated deficit                                             (945,080)     (1,750,568)
     Treasury shares, at cost: 59,526 shares in 2002 and 36,226
     shares in 2001                                                  (496,413)       (366,470)
                                                                   ----------      -----------
                                                                    5,209,060       4,377,888
     Less: note receivable from stockholder                                --          (4,995)
                                                                   ----------     -----------

             Total stockholders' equity                             5,209,060       4,372,893
                                                                   ----------     -----------
                                                                   $6,852,722     $ 6,531,356
                                                                   ==========     ===========
</Table>

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



                                      -16-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

<Table>
<Caption>
                                                                    2002                2001
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Net sales                                                        $ 16,901,125      $ 13,272,696
Cost of sales                                                      10,654,442         8,525,643
                                                                 ------------      ------------

       Gross profit                                                 6,246,683         4,747,053

Selling, general and administrative expenses                        5,307,390         4,616,385
                                                                 ------------      ------------

       Operating profit                                               939,293           130,668
                                                                 ------------      ------------

Other income (expense):
  Interest expense                                                   (140,888)         (156,734)
  Interest income                                                          63             3,823
  Miscellaneous                                                         7,020              (681)
                                                                 ------------      ------------

       Total other income (expense)                                  (133,805)         (153,592)
                                                                 ------------      ------------

Income (loss) before provision for income taxes                       805,488           (22,924)

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

       Net income                                                $    805,488      $      4,120
                                                                 ============      ============


Weighted average shares of common stock outstanding - basic         4,225,213         4,253,850
                                                                 ============      ============
Weighted average shares of common stock outstanding - diluted       4,669,008         4,759,941
                                                                 ============      ============
Net income per share of common stock - basic                     $       0.19      $       0.00
                                                                 ============      ============
Net income per share of common stock - diluted                   $       0.17      $       0.00
                                                                 ============      ============
</Table>




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



                                      -17-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


<Table>
<Caption>
                                        COMMON STOCK                                TREASURY SHARES
                                                    ADDITIONAL                                             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, 2000    4,244,607  $    42,446  $6,461,453    $(1,754,688)       20,860  $ (255,443)   $  (15,000)  $ 4,478,768

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

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

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

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

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

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

Issuance of stock for
purchase of assets             15,886          159      90,868             --            --          --            --        91,027

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

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
                            =========  ===========  ==========    ===========   ===========  ==========    ==========   ===========
</Table>



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



                                      -18-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
<Table>
<Caption>
                                                                       2002             2001
                                                                   ------------     ------------
<S>                                                                <C>              <C>
Cash flows from operating activities:
  Net income                                                       $    805,488     $      4,120
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
    Depreciation                                                        187,209          113,845
    Amortization                                                         60,984          128,826
    Bad debt expense                                                     53,116           56,600
    Change in operating assets and liabilities:
      Accounts receivable                                              (247,034)        (469,494)
      Inventories                                                      (197,634)        (371,841)
      Prepaid expenses and other current assets                          (3,114)        (107,314)
      Other assets, net                                                      --           13,692
      Accounts payable                                                  212,269          386,334
      Accrued expenses                                                    4,458         (290,812)
      Other liabilities                                                  (8,591)         (17,904)
                                                                   ------------     ------------
        Net cash provided by (used in) operating activities             867,151         (553,948)
                                                                   ------------     ------------

Cash flows from investing activities:
  Purchase of property and equipment                                   (166,012)        (207,217)
  Cash paid for trade name                                                   --          (63,851)
  Cash received from notes receivable from stockholders                   4,995           10,005
                                                                   ------------     ------------

        Net cash used in investing activities                          (161,017)        (261,063)
                                                                   ------------     ------------

Cash flow from financing activities
  Net change in revolving line of credit                               (420,000)         420,000
  Payments on notes payable to stockholders                            (302,937)              --
  Proceeds from notes payable to stockholders                                --           75,000
  Cash paid for treasury shares                                        (129,943)        (111,027)
  Proceeds from issuance of common stock                                 64,600               --
                                                                   ------------     ------------
        Net cash provided by (used in) financing activities            (788,280)         383,973
                                                                   ------------     ------------
          Decrease in cash                                              (82,146)        (431,038)

Cash and cash equivalents at beginning of year                          349,508          780,546
                                                                   ------------     ------------

Cash and cash equivalents at end of year                           $    267,362     $    349,508
                                                                   ============     ============

Noncash investing and financing activities:
  Warrants cancelled in conjunction with
    amendment to distribution agreement                            $         --     $    105,971
                                                                   ============     ============
  Common stock issued for purchase of assets                       $     91,027     $     96,998
                                                                   ============     ============

Cash payments for:
  Income taxes                                                     $         --     $         --
                                                                   ============     ============
  Interest                                                         $    162,071     $    135,551
                                                                   ============     ============
</Table>

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



                                      -19-
<PAGE>

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001



(1)      GENERAL AND BACKGROUND

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

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

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

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

FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS

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

ESTIMATES AND ASSUMPTIONS

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

CASH AND CASH EQUIVALENTS

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

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.



                                      -20-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001


GOODWILL

         Goodwill represents the excess of the purchase price paid and
liabilities assumed over the estimated fair market value of assets acquired.

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 long-lived
assets, including goodwill, 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 market value.

STOCK BASED COMPENSATION

         The Company measures compensation cost for its stock based compensation
plans under the provisions of Accounting Principles Board Opinion No. 25 ("APB
25"), "Accounting for Stock Issued to Employees." The excess, if any, of the
fair value of the stock on the date of grant over the amount to be paid for the
stock is accrued over the related vesting period. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS
123") requires companies electing to continue to use APB 25 to account for its
stock-based compensation to make pro forma disclosures of net income and
earnings per share as if SFAS 123 had been applied. See Note 10.

INCOME TAXES

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

ADVERTISING

         The Company expenses the cost of advertising as incurred or when such
advertising initially takes place. No advertising costs were capitalized at June
30, 2002 or 2001. Advertising expenses for the fiscal years ended June 30, 2002
and 2001 were approximately $1.3 million and $1.1 million, respectively.



                                      -21-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001


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 estimated based upon
historical rates of return experienced by the Company.

SHIPPING AND HANDLING COSTS

         Shipping and handling costs are included in cost of sales.

INTANGIBLE ASSETS

        In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Intangible Assets," which revises
the accounting for purchased goodwill and intangible assets. Under SFAS 142,
goodwill and intangible assets with indefinite lives will no longer be
amortized, but will be tested for impairment annually, and in the event of an
impairment indicator. SFAS 142 is effective for fiscal years beginning after
December 15, 2001, with earlier adoption permitted. The Company adopted SFAS 142
in the first quarter of fiscal 2002. The following table reflects pro forma
amounts as though SFAS 142 were adopted at the beginning of fiscal 2001:

<Table>
<Caption>
                                              Year ended
                                               June 30,
                                      --------------------------
                                         2002            2001
                                      -----------    -----------
<S>                                   <C>            <C>
Reported net income:                  $   805,488    $     4,120
  Add back: Goodwill amortization              --         44,437
                                      -----------    -----------
  Adjusted net income                 $   805,488    $    48,557
                                      ===========    ===========

Basic earnings per share:
  Reported net income                 $      0.19    $      0.00
  Add back: Goodwill amortization              --           0.01
                                      -----------    -----------
  Adjusted net income                 $      0.19    $      0.01
                                      ===========    ===========

Diluted earnings per share:
  Reported net income                 $      0.17    $      0.00
  Add back: Goodwill amortization              --           0.01
                                      -----------    -----------
  Adjusted net income                 $      0.17    $      0.01
                                      ===========    ===========
</Table>


ACCOUNTING STANDARDS NOT YET ADOPTED

         In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS 144 addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This statement supersedes SFAS
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets




                                      -22-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001



to Be Disposed of" ("SFAS 121") and related literature and establishes a single
accounting model, based on the framework established in SFAS 121, for long-lived
assets to be disposed of by sale. The Company adopted SFAS 144 on July 1, 2002.
The Company does not expect the adoption of this standard to have a material
effect on its financial position or results of operations.

(3)      BUSINESS ACQUISITIONS

         On September 7, 2000, the Company purchased all the outstanding stock
of Kesmil Manufacturing, Inc., a manufacturer of sports related metal products,
which was 100% owned by the Company's Chairman and Chief Executive Officer. The
Company was, prior to the acquisition, the only customer for Kesmil's products.
The Company assumed notes payable to the Chairman and a stockholder and relative
of the Chairman, for $581 thousand and other liabilities of approximately $400
thousand. These notes are subordinate to the Company's revolving line of credit,
are not secured by any of the Company's assets and mature on August 31, 2004.
The notes payable to stockholders bear interest at the rate of 12% per annum and
are payable in quarterly installments of approximately $36 thousand. The
revolving line of credit was amended in July 2002 to permit the repayment in
full of the notes payable to the Company's Chairman and Chief Executive Officer
and his relative. (See Note 7).

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

(4)      INVENTORIES

Inventories consist of the following:

<Table>
<Caption>
                                    June 30,
                            ------------------------
                               2002           2001
                            ----------    ----------
<S>                         <C>           <C>
Raw materials               $  232,064    $  205,734
Work in progress                42,587        28,139
Finished goods               2,710,152     2,553,296
                            ----------    ----------
                            $2,984,803    $2,787,169
                            ==========    ==========
</Table>

(5)      PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<Table>
<Caption>
                                                 June 30,
                                        ---------------------------
                                           2002             2001
                                        -----------     -----------
<S>                                     <C>             <C>
Fixtures and equipment                  $   597,763     $   487,466
Manufacturing equipment                     350,147         331,986
                                        -----------     -----------

        Total property and equipment        947,910         819,452
Less accumulated depreciation              (445,635)       (295,980)
                                        -----------     -----------

        Property and equipment, net     $   502,275     $   523,472
                                        ===========     ===========
</Table>

(6)      INTANGIBLE ASSETS

Intangible assets consist of the following:



                                      -23-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001


<Table>
<Caption>
                                                                           June 30,
                                                 ------------------------------------------------------------
                                                            2002                            2001
                                                 ----------------------------    ----------------------------
                                                     Gross                          Gross
                                                    carrying     Accumulated       carrying      Accumulated
    Amortizable intangible assets                    value       amortization       value        amortization
    -----------------------------                ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
     License agreements                          $    235,429    $     82,759    $    144,402    $     44,296
     Trademarks                                       330,642          86,048         330,647          64,005
                                                 ------------    ------------    ------------    ------------
Total amortizable intangible assets              $    566,071    $    168,807    $    475,049    $    108,301
                                                 ============    ============    ============    ============

Intangible assets not subject to amortization
---------------------------------------------

     Goodwill                                    $    666,917    $    122,542    $    666,917    $    122,542
                                                 ============    ============    ============    ============
</Table>

Amortization expense related to intangible assets totaled approximately $61
thousand and $129 thousand during the years ended June 30, 2002 and 2001,
respectively. The aggregate estimated amortization expense for the intangible
assets remaining as of June 30, 2002 is as follows:

<Table>
<Caption>
                                         Year ended
                                          June 30,
                                       ------------
<S>                                    <C>
     2003                              $     58,200
     2004                                    49,066
     2005                                    49,066
     2005                                    32,171
     2007                                    31,146
  Thereafter                                177,615
                                       ------------
     Total                             $    397,264
                                       ============
</Table>

(7)      LINE OF CREDIT

         On December 26, 2001, the Company agreed to terms for a $2.5 million
revolving line of credit with Bank of America, N.A. (the "Line of Credit"). The
Line of Credit allows the Company to borrow funds based upon a certain
percentage of its eligible accounts receivable and inventories. At June 30,
2002, those percentages were 80% and 40%, respectively. This facility will
mature on December 26, 2003, and 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 1/2% or LIBOR plus 3%. There was $0 and $420 thousand
outstanding under the Line of Credit as of June 30, 2002 and 2001, respectively,
leaving the Company with approximately $2.5 million and $1.6 million of
availability on June 30, 2002 and 2001, respectively. The Company's notes
payable to stockholders are subordinate to the Line of Credit and the
stockholder guaranteed the repayment of up to $1.0 million outstanding under the
Line of Credit. In July 2002, the Company amended the revolving line of credit
to allow the complete repayment of the Note Payable to Stockholder. The balance
of the Note Payable to Stockholder was repaid in August 2002 as a result of this
amendment. In August 2002, the Company amended the revolving line of credit to
increase the amount of allowable borrowings to $5.0 million, and extended the
maturity of the line to July 15, 2004. In addition, the amendment to the line
increased the formulas underlying the borrowing base on accounts receivable to
85%, and no longer requires the partial guarantee of the note by the majority
stockholder of the Company.

(8)      FEDERAL INCOME TAXES

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



                                      -24-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001


<Table>
<Caption>
                                           Year ended June 30,
                                     -----------------------------
                                         2002             2001
                                     ------------     ------------
<S>                                  <C>              <C>
Deferred tax assets
  Net operating loss carryforward    $    383,782     $    692,447
  Accrued expenses                         58,005           58,755
                                     ------------     ------------
Total deferred tax assets                 441,787          751,202
Deferred tax liabilities
  Fixed assets                            (21,867)         (21,857)
                                     ------------     ------------
Net deferred tax asset                    419,920          729,345
Valuation allowance                      (419,920)        (729,345)
                                     ------------     ------------
  Net deferred tax                   $         --     $         --
                                     ============     ============
</Table>

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

<Table>
<Caption>
                                       Year ended June 30,
                                 -----------------------------
                                     2002             2001
                                 ------------     ------------

<S>                              <C>              <C>
Tax expense (benefit)            $    273,866     $     (7,794)
Change in valuation allowance        (309,425)          10,693
Other                                  11,636           (2,899)
State income taxes                     23,923          (27,044)
                                 ------------     ------------
Income tax expense (benefit)     $         --     $    (27,044)
                                 ============     ============
</Table>

         At June 30, 2002, the Company had net operating loss carry forwards of
approximately $1.1 million, of which approximately $720 thousand were carry
forwards of DSSI. Because of the ownership change rules of the Internal Revenue
Code, use of the DSSI carry forwards are limited to approximately $80 thousand
per year.

(9)      RELATED PARTY TRANSACTIONS

         During each of the years ended June 30, 2002 and 2001, the Company paid
the majority stockholder of the Company approximately $86 thousand in interest
on notes payable assumed in conjunction with the purchase of Kesmil
Manufacturing (See Note 3).

(10)     STOCK OPTIONS AND WARRANTS

         On September 22, 1994, DSSI established a non-qualified stock option
plan, which provides for the granting of non-qualified stock options to purchase
up to 100,000 shares of common stock at the fair market value on the date of
grant. No options were outstanding at June 30, 2002, and 5,000 options were
outstanding at June 30, 2001. During fiscal 2002, options to acquire 5,000
shares were exercised and no shares were exercised during fiscal 2001. No
additional shares were granted or canceled under the terms of this plan during
fiscal 2002.

         On December 11, 1998, the Company's stockholders approved a new stock
option plan, (the "1998 Collegiate Pacific Inc. Stock Option Plan"). The new
plan authorized the Company's Board of Directors to grant employees, directors
and consultants of the Company up to an aggregate of 400,000



                                      -25-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001


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, 2002 and 2001 is as follows:

<Table>
<Caption>

                                                                Weighted
                                                                 Average
                                                                Exercise
                                                 Options          Price
                                               -----------     -----------

<S>                                            <C>             <C>
Outstanding and exercisable at July 1, 2000         45,500     $      8.48

        Granted                                    476,200            4.88

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

Outstanding at June 30, 2001                       514,200            5.16

        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
                                               ===========     ===========

Exercisable at June 30, 2001                       456,200     $      5.13
                                               ===========     ===========

Exercisable at June 30, 2002                       486,200     $      5.19
                                               ===========     ===========
</Table>

The weighted average fair value of options granted in fiscal 2002 and 2001 was
$3.45 and $4.33 per share, respectively.

         The Company has adopted the disclosure provisions of Statement No. 123,
as discussed in Note 2, and continues to apply Opinion 25 for stock options
granted to employees. If the Company had recognized compensation expense based
upon the fair value at the date of grant for options granted to employees, the
effect on net income (loss) and net income (loss) per share for the fiscal years
ended June 30, 2002 and 2001 would have been as follows:

<Table>
<Caption>
                                               June 30,
                                    ------------------------------
                                         2002             2001
                                    -------------    -------------
<S>                                 <C>              <C>
Net income (loss)
  As reported                       $     805,488    $       4,120
  Pro forma                               707,163       (1,993,466)
Income (loss) per common share
  As reported
    Basic                           $        0.19    $        0.00
</Table>



                                      -26-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

<Table>
<S>                             <C>             <C>
   Diluted                      $  0.17         $  0.00
Pro forma
   Basic                        $  0.17         $ (0.47)
   Diluted                      $  0.15         $ (0.47)
</Table>

         The fair value of these options was estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions: expected volatility ranging from 111% to 122%; risk free interest
rate of 4.48 to 4.80%; no dividend yield; and expected lives of five years.

         The following table summarizes additional information about stock
options at June 30, 2002:

<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      269,700        8.9         $3.91      259,700      $3.91
    $5.58-6.13      192,000        8.1         $6.12      190,000      $6.13
         $9.38       36,500        6.7         $9.38       36,500      $9.38
                    -------                               -------
                    498,200                               486,200
                    =======                               =======
</Table>

         On May 26, 2000, each record holder of our common stock received a
special dividend from the Company of one warrant for each share of common stock
owned by the record holder. The Company issued the warrants pursuant to a
warrant agreement between the Company and Continental Stock Transfer and Trust
Company, Inc. Each warrant entitles the holder to purchase from the Company, for
cash, one share of common stock at $5.00 per share. The total number of warrants
issued was 4,244,607. The number of shares purchasable upon exercise of each
warrant and price per share may be adjusted under certain conditions. Holders
may exercise the warrants at any time on or before May 26, 2005, unless extended
by the Company. The warrants are callable and cancelable at a cancellation price
of $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, 2002, no warrants had
been exercised.

(11)     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 2007. Rent expense approximated $269 thousand for the
fiscal year ended June 30, 2002, and $311 thousand for the fiscal year ended
June 30, 2001.



                                      -27-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001


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

<Table>
<Caption>
         Year ended
          June 30,
        ------------
<S>                          <C>
            2003               $  349,919
            2004                  363,996
            2005                  350,136
            2006                  347,364
            2007                  115,788
                               ----------

                               $1,527,203
                               ==========
</Table>

(12)     INCOME PER SHARE

         Summarized basic and diluted income per common share for the years
ended June 30, 2002 and 2001 are as follows:

<Table>
<Caption>

                                           2002                                          2001
                         -----------------------------------------     -----------------------------------------
                             Net                        Per share                                     Per share
                           income          Shares        amount        Net income       Shares          amount
                         -----------    -----------    -----------     -----------    -----------    -----------
<S>                      <C>            <C>            <C>             <C>            <C>            <C>
Basic income
  per share              $   805,488      4,225,213    $      0.19     $     4,120      4,253,850    $      0.00
Effect of dilutive
  options and warrants            --        443,795          (0.02)             --        506,091           0.00
                         -----------    -----------    -----------     -----------    -----------    -----------
Diluted income
  per share              $   805,488      4,669,008    $      0.17     $     4,120      4,759,941    $      0.00
                         ===========    ===========    ===========     ===========    ===========    ===========
</Table>

For fiscal 2002 and 2001, stock options and warrants covering 2,430,229 and
2,316,262 shares, respectively, were excluded in the computations of diluted
income per share because their effect was antidilutive.

(13)     SUBSEQUENT EVENTS

         In July 2002, the Company amended its revolving line of credit to allow
the complete repayment of the notes payable to stockholders. The balance of the
notes payable to stockholders was repaid in August 2002 as a result of this
amendment. In August 2002, the Company amended the revolving line of credit to
increase the amount of allowable borrowings to $5,000,000, and extended the
maturity of the line to July 15, 2004. In addition, the amendment to the line
increased the formulas underlying the borrowing base on accounts receivable to
85%, and no longer requires the partial guarantee of the note by the majority
stockholder of the Company.

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

         None.




                                      -28-
<PAGE>






                                    PART III

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

             The information set forth under the heading "Director Information"
             and "Information Concerning Executive Officers" of the definitive
             proxy statement for our fiscal 2003 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 2003
             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
             2003 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 2003 Annual Meeting of Shareholders is incorporated
             by reference in this Form 10-KSB Annual Report.



                                      -29-
<PAGE>



                                     PART IV

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

A.       Exhibits.

         The following exhibits are filed as part of this report:

Exhibit
Number                              Exhibit
-------                             -------

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

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

3.2      By-Laws of the company.(3)

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

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

4.2      Specimen Common Stock Purchase Warrant.(4)

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

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

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

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

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

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

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

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

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

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

10.11    Revolving Line of Credit Agreement dated December 26, 2001, by and
         between Bank of America, N.A. and the company.(10)




                                      -30-
<PAGE>
10.12    Promissory Note dated March 31, 1999 from the company to Michael J.
         Blumenfeld in the principal amount of $1,082,648.75.(10)

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

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

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

10.16    First Amendment to Stock Option Plan.(13)

10.17    First Amendment to Revolving Line of Credit dated July 15, 2002, by and
         between Bank of America, N.A. and the company.*

10.18    Second Amendment to Revolving Line of Credit dated August 22, 2002, by
         and between Bank of America, N.A. and the company.*

21       Subsidiaries of the company*

23       Consent of Grant Thornton LLP*


----------

*     Filed herewith

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -31-
<PAGE>



B.       Reports on Form 8-K.

         None.


                                      -32-
<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 26, 2002                       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 26, 2002.

<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>




                                      -33-
<PAGE>
                                 CERTIFICATIONS

         I, Michael J. Blumenfeld, certify that:

         1. I have reviewed this annual report on Form 10-K of Collegiate
Pacific Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report; and

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.


Date: September 26, 2002                /s/  MICHAEL J. BLUMENFELD
                                        ----------------------------------------
                                        Michael J. Blumenfeld
                                        Chairman, Chief Executive Officer and
                                        President


         I, William R. Estill certify that:

         1. I have reviewed this annual report on Form 10-K of Collegiate
Pacific Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report; and

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.


Date: September 26, 2002                      /s/  WILLIAM R. ESTILL
                                              ----------------------------------
                                              William R. Estill
                                              Chief Financial Officer



                                      -34-

<PAGE>

                               INDEX TO EXHIBITS


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

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

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

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

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

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

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

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

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

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

10.11    Revolving Line of Credit Agreement dated December 26, 2001 by and
         between Bank of America, N.A. and the company.(10)

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

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

<PAGE>

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

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

10.16    First Amendment to Stock Option Plan.(13)

10.17    First Amendment to Revolving Line of Credit dated July 15, 2002, by and
         between Bank of American, N.A. and the company.*

10.18    Second Amendment to Revolving Line of Credit dated August 22, 2002, by
         and between Bank of America, N.A. and the company.*

21       Subsidiaries of the company*

23       Consent of Grant Thornton LLP*
</Table>


----------

*     Filed herewith


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

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

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

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

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

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

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

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

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

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

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

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

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