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  **UNITED STATESSECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**** ****AMENDMENT NO.1****ON****FORM 10-K/A**** **(Mark One)   þ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934******For the Fiscal Year Ended June 30, 2006******OR**   o **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934.******Forthe transition periodfrom**                    **to**                    ****Commission File No. 1-15289****COLLEGIATE PACIFIC INC.**(Exact Name of Registrant as specified in Its Charter)     **Delaware**   **22-2795073**(State or Other Jurisdiction of   (I.R.S. Employer Identification No.)Incorporation or Organization)         **13950 Senlac Drive, Suite 100, Dallas, Texas**  **75234**(Address of Principal Executive Offices)   (Zip Code)Registrant’s Telephone Number, Including Area Code: **(972) 243-8100****Securities Registered Pursuant to Section 12(b) of the Act:**     **Name of Each Exchange****Title of Each Class** **On Which Registered**   **Common Stock** **American Stock Exchange****Securities Registered Pursuant to Section 12(g) of the Act:**NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes o          No þIndicate by check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o          No þIndicate by check mark whether the registrant: (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yesþ          No oIndicate by check mark if disclosure of delinquent filers, pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by referencein Part III of this Form 10-Kor any amendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer. See definition of “accelerated filer and large acceleratedfiler” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer o           Accelerated filer o           Non-accelerated filer þIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Exchange Act).Yes o     No þ**The aggregate market value of the voting stock of the registrant held by non-affiliates wasapproximately $73,811,347 based on the closing price of such voting stock on December 30, 2005, of$9.10.****At September 19, 2006, there were 10,229,160 shares of common stock outstanding.****DOCUMENTS INCORPORATED BY REFERENCE:**None.  
 

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO and CFO Pursuant to Section 906

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**EXPLANATORY NOTE**     We have filed this Amendment No. 1 on Form 10-K/A to amend Item 13 of Part III of our AnnualReport on Form 10-K for the fiscal year ended June 30, 2006, which we filed on September 22, 2006.In addition, pursuant to rule 12b-15 of the Securities Exchange Act of 1934, we are including withthis Amendment No. 1 on Form 10-K/A currently dated certifications. Except as described above, theinformation contained in our Annual Report on Form 10-K as originally filed with the Securities andExchange Commission has not been updated or amended.**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**     On August 14, 2006, the Company entered into a Services Agreement with its subsidiary, SportSupply Group, Inc. (“SSG”). Under the terms of the Services Agreement, SSG provides theCompany with additional warehouse storage and office space at SSG’s Dallas, Texas facilities, aswell as provides the Company and its other subsidiaries with various payroll processing, humanresource and risk management services. Prior to August 14, 2006, services provided to the Companyby SSG were on a month-to-month basis. The Services Agreement may be terminated by either party on60 days’ prior written notice. Mr. Harvey Rothenberg and Mr. Art Coerver, both executive officersof the Company, were members of SSG’s board of directors during fiscal 2006. During fiscal 2006,the Company paid approximately $58 thousand in rent to SSG and $132 thousand for other managementservices.**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.**     (a-3) *Exhibits*     **Exhibit**    **Number** **Description** **Location** 31.1 Certification of the Chief Executive Officerpursuant to Rule 13a-14(a) or 15(d)-14(a) of theSecurities Exchange Act of 1934, as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002.*       31.2 Certification of the Chief Financial Officerpursuant to Rule 13a-14(a) or 15(d)-14(a) of theSecurities Exchange Act of 1934, as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002.*       32.1 Certification of the Chief Executive Officer andChief Financial Officer pursuant to 18 U.S.C.Section 1350 as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002.**   * Filed herewith ** Furnished herewith
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**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, thereuntoduly authorized.      **COLLEGIATE PACIFIC INC.**