##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 AMENDMENT NO.1
ON
 FORM 10-Q
  þ
    
    Quarterly report pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2005
 o
    
    Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 For the transition period fromto
 Commission File No. 0-172923
 COLLEGIATE PACIFIC INC.
  Delaware
    
    22-2795073(State or Other Jurisdiction of Incorporation or
Organization)
    
    (I.R.S. Employer Identification No.)13950 Senlac Drive, Suite 100, Dallas, Texas
    
    75234(Address of Principal Executive Offices)
    
    (Zip code)
 (972) 243-8100
  þ o
  o o þ
  o þ




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EXPLANATORY NOTE
     - 2 -




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##### 



COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 PageNumberPART I: FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at September 30, 2005 and June 30, 2005
    
    
    3Condensed Consolidated Statements of Income for the three months ended
September 30, 2005 and 2004
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended
September 30, 2005 and 2004
    
    
    5Notes to the Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    15Item 4. Controls and Procedures
    
    
    28PART II: OTHER INFORMATIONItem 6. Exhibits
    
    
    29SIGNATURES
    
    
    30Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification Pursuant to Section 906
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PART I. FINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements.
 COLLEGIATE
PACIFIC INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    June 30,2005
    
    
    2005(Unaudited)(As restated)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    8,021,097
    
    
    $
    40,325,716Accounts receivable, net of allowance for doubtful accounts of $1,238,074 and
$1,042,496, respectively
    
    
    41,157,951
    
    
    
    18,131,753Inventories
    
    
    32,095,020
    
    
    
    17,478,805Current portion of deferred taxes
    
    
    773,438
    
    
    
    775,231Prepaid income taxes
    
    
    
    
    
    
    644,596Prepaid expenses and other current assets
    
    
    1,940,143
    
    
    
    601,439Total current assets
    
    
    83,987,649
    
    
    
    77,957,540PROPERTY AND EQUIPMENT, net of accumulated depreciation of $1,570,932 and
$1,294,135, respectively
    
    
    10,359,848
    
    
    
    1,501,096DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of $563,730 and
$392,932, respectively
    
    
    2,846,629
    
    
    
    3,017,427INTANGIBLE ASSETS, net of accumulated amortization of $1,235,308 and $853,333,
respectively
    
    
    10,073,956
    
    
    
    1,862,606GOODWILL
    
    
    37,431,390
    
    
    
    23,848,345OTHER ASSETS, net
    
    
    642,235
    
    
    
    409,068Total assets
    
    $
    145,341,707
    
    
    $
    108,596,082LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    20,360,806
    
    
    $
    9,782,479Accrued liabilities
    
    
    5,770,911
    
    
    
    1,724,783Dividends payable
    
    
    255,744
    
    
    
    255,144Accrued interest
    
    
    1,012,847
    
    
    
    250,000Current portion of long-term debt
    
    
    273,667
    
    
    
    329,867Income taxes payable
    
    
    988,855
    
    
    
    Total current liabilities
    
    
    28,662,830
    
    
    
    12,342,273DEFERRED TAX LIABILITY
    
    
    567,041
    
    
    
    700,146LONG-TERM DEBT
    
    
    53,888,001
    
    
    
    50,448,153MINORITY INTEREST IN SUBSIDIARY
    
    
    14,032,999STOCKHOLDERS EQUITY:Preferred stock, $0.01 par value, 1,000,000 shares authorized; no shares issued
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000 shares authorized; 10,268,228 and
10,205,780 shares issued and 10,128,954 and 10,119,754 shares outstanding,
respectively
    
    
    102,682
    
    
    
    102,058Additional paid-in capital
    
    
    42,676,566
    
    
    
    41,911,008Retained earnings
    
    
    6,069,039
    
    
    
    3,749,895Treasury stock at cost, 86,026 shares
    
    
    (657,451
    )
    
    
    (657,451
    )Total stockholders equity
    
    
    48,190,836
    
    
    
    45,105,510Total liabilities and stockholders equity
    
    $
    145,341,707
    
    
    $
    108,596,082
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (Unaudited)
 Three Months EndedSeptember 30,2005
    
    
    2004(As restated)Net sales
    
    $
    65,274,896
    
    
    $
    27,710,288Cost of sales
    
    
    43,960,401
    
    
    
    18,583,587Gross profit
    
    
    21,314,495
    
    
    
    9,126,701Selling, general and administrative expenses
    
    
    15,735,725
    
    
    
    5,954,405Operating profit
    
    
    5,578,770
    
    
    
    3,172,296Other income (expense):Interest income
    
    
    46,222
    
    
    
    15,445Interest expense
    
    
    (998,861
    )
    
    
    (6,856
    )Other income
    
    
    24,649
    
    
    
    49,379Total other income (expense)
    
    
    (927,990
    )
    
    
    57,968Income before minority interest in net income
of consolidated subsidiary and income taxes
    
    
    4,650,780
    
    
    
    3,230,264Minority interest in net income of consolidated subsidiary
    
    
    425,642
    
    
    
    Income before incomes taxes
    
    
    4,225,138
    
    
    
    3,230,264Income tax provision
    
    
    1,650,250
    
    
    
    1,353,709Net income
    
    $
    2,574,888
    
    
    $
    1,876,555Weighted average number of shares outstanding:Basic
    
    
    10,124,387
    
    
    
    9,908,227Diluted
    
    
    14,068,662
    
    
    
    10,102,793Net income per share common stock  basic
    
    $
    0.25
    
    
    $
    0.19Net income per share common stock  diluted
    
    $
    0.22
    
    
    $
    0.19
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months EndedSeptember 30,2005
    
    
    2004(As restated)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    2,574,888
    
    
    $
    1,876,555Adjustments to reconcile net income to cash provided by (used in)
operating activities:Provision for uncollectible accounts receivable
    
    
    314,720
    
    
    
    120,429Depreciation expense
    
    
    342,436
    
    
    
    90,392Amortization expense
    
    
    1,331,424
    
    
    
    143,532Amortization of deferred debt issuance costs
    
    
    170,798
    
    
    
    Gain/loss on sale of property and equipment
    
    
    
    
    
    
    2,723Deferred taxes
    
    
    (131,312
    )
    
    
    (66,620
    )Stock based compensation expense
    
    
    59,761
    
    
    
    Minority interest in consolidated subsidiary
    
    
    425,642
    
    
    
    Changes in operating assets and liabilities (net of acquisitions):(Increase) in accounts receivable
    
    
    (12,279,096
    )
    
    
    (5,998,163
    )Decrease in inventories
    
    
    2,679,478
    
    
    
    251,291(Increase) in prepaid expenses and other current assets
    
    
    (989,135
    )
    
    
    (239,490
    )Decrease in other assets, net
    
    
    77,894
    
    
    
    214,886Increase in accounts payable
    
    
    4,220,952
    
    
    
    2,445,381Increase (decrease) in accrued expenses
    
    
    (150,276
    )
    
    
    (71,986
    )Increase in taxes payable
    
    
    1,633,450
    
    
    
    699,241Net cash provided by (used in) operating activities:
    
    
    281,624
    
    
    
    (531,829
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (172,107
    )
    
    
    (151,415
    )Cash used in business acquisitions, net of cash acquired of
$863,887 and $187,508 respectively
    
    
    (32,706,485
    )
    
    
    (3,712,492
    )Net cash (used in) investing activities:
    
    
    (32,878,592
    )
    
    
    (3,863,907
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from bank line of credit
    
    
    29,539,865
    
    
    
    7,718,951Payments on notes payable and line of credit
    
    
    (29,075,571
    )
    
    
    (7,257,385
    )Payment of dividends
    
    
    (255,144
    )
    
    
    (247,128
    )Proceeds from issuance of common stock
    
    
    83,199
    
    
    
    49,014Net cash provided by financing activities:
    
    
    292,349
    
    
    
    263,452Net change in cash
    
    
    (32,304,619
    )
    
    
    (4,132,284
    )Cash at beginning of period
    
    
    40,325,716
    
    
    
    7,473,145Cash at end of period
    
    $
    8,021,097
    
    
    $
    3,340,861SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    59,401
    
    
    $
    6,856Cash paid for income taxes
    
    $
    10,799
    
    
    $
    721,089Cash (refunded) for income taxes
    
    $
    (133,130
    )
    
    $
    SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Fair value of assets acquired in business acquisitions
    
    $
    40,830,353
    
    
    $
    5,992,530Liabilities assumed in business acquisitions
    
    $
    26,825,986
    
    
    $
    3,034,831
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COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation:
 Company US GAAP
  Restatement.
 Consolidated Balance Sheet
 Restatement AdjustmentIncrease/(Decrease)
    
    As ofSeptember 30,
    
    
    June 30,2005
    
    
    2005Inventories
    
    $
    316,390
    
    
    $
    32,249Current portion of deferred taxes
    
    
    23,360
    
    
    
    34,022Prepaid income taxes
    
    
    
    
    
    
    146,260Prepaid expenses and other
current assets
    
    
    (879,255
    )
    
    
    Identifiable intangibles
    
    
    (224,155
    )
    
    
    (335,811
    )Goodwill
    
    
    229,355
    
    
    
    (344,110
    )Corporate taxes payable
    
    
    146,260
    
    
    
    Non-current deferred tax liability
    
    
    54,507
    
    
    
    79,383Retained earnings
    
    
    (333,538
    )
    
    
    (388,007
    )
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Consolidated Income Statement:
 Restatement Adjustment
    
    For the three months EndedIncrease/(Decrease)
    
    September 30,2005
    
    
    2004Costs of goods sold
    
    $
    (284,140
    )
    
    $
    266,350Selling, general and
administrative expenses
    
    
    194,133
    
    
    
    (4,409
    )Income tax provision
    
    
    35,539
    
    
    
    (66,621
    )Net income
    
    
    54,468
    
    
    
    (195,320
    )Earnings per shareBasic
    
    
    
    
    
    
    (0.02
    )Diluted
    
    
    
    
    
    
    (0.02
    )
  2. Business Combinations:
 Dixie
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OTS Partnership
   Salkeld
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SSG
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For the Three Months EndedSeptember 30,2005
    
    
    2004Net sales
    
    $
    65,404,040
    
    
    $
    57,008,482Net income
    
    $
    2,586,469
    
    
    $
    2,361,768Net income per share common stock:Basic
    
    $
    0.26
    
    
    $
    0.24Diluted
    
    $
    0.22
    
    
    $
    0.23
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3.
    Net Sales:
  For the Three Months EndedSeptember 30,2005
    
    
    2004Sporting goods equipment
    
    $
    42,304,640
    
    
    $
    17,819,734Soft good athletic apparel and footwear
    
    
    22,970,256
    
    
    
    9,890,554Net sales
    
    $
    65,274,896
    
    
    $
    27,710,288
 4.
    Inventories:
  September 30,
    
    
    June 30,2005
    
    
    2005(As restated)Raw materials
    
    $
    1,958,101
    
    
    $
    515,508Work in progress
    
    
    133,713
    
    
    
    75,450Finished goods
    
    
    30,003,206
    
    
    
    16,887,847Inventories
    
    $
    32,095,020
    
    
    $
    17,478,805
 5.
    Allowance for Doubtful Accounts:
  September 30,
    
    
    June 30,2005
    
    
    2005Balance at beginning of period
    
    $
    1,042,496
    
    
    $
    635,531Provision for uncollectible accounts receivable
    
    
    314,720
    
    
    
    574,464Effect of business acquisitions
    
    
    
    
    
    
    264,515Accounts written off, net of recoveries
    
    
    (119,142
    )
    
    
    (432,014
    )Balance at end of period
    
    $
    1,238,074
    
    
    $
    1,042,496
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6.
    Income Per Share (As restated):
  For the Three Months EndedSeptember 30,2005
    
    
    2004Net income available to common stockholders  basic
    
    $
    2,574,888
    
    
    $
    1,876,555Add: Income impact of convertible bonds if converted
    
    
    562,054
    
    
    
    Net income available to common stockholders  diluted
    
    $
    3,136,942
    
    
    $
    1,876,555Weighted average common shares  basic
    
    
    10,124,387
    
    
    
    9,908,227Effect of dilutive options
    
    
    531,306
    
    
    
    194,566Effect of convertible bonds if converted
    
    
    3,412,969
    
    
    
    Weighted average common shares  diluted
    
    
    14,068,662
    
    
    
    10,102,793Net income per share  basic
    
    $
    0.25
    
    
    $
    0.19Net income per share  diluted
    
    $
    0.22
    
    
    $
    0.19Options excluded from computation because their effect was antidilutive
    
    
    192,000
    (1)
    
    
    
 
 (1)
    
    For the three months ended September 30, 2005, 192,000 shares related to out of the money
outstanding stock options were not included in the calculation of fully diluted earnings per
share since the effect of those options would be antidilutive. 7.
    Stock Based Compensation:
 1998
Collegiate Pacific Inc. Stock Option Plan
 Share-Based Payments
  Income from continuing operations
    
    $
    59,761Income before income taxes
    
    $
    59,761Net income
    
    $
    36,473Net income per common share  basic
    
    $
    0.00
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Net income per common share  diluted
    
    $
    0.00Cash flows from operating activities
    
    $
    Cash flows from financing activities
    
    $
    
  For the Three Months EndedSeptember 30,2004(As restated)Net income, as reported
    
    $
    1,876,555Add: stock-based employee compensation expense included in net income
    
    
    Deduct: stock-based employee compensation expense determined using
the fair value based method for all awards, net of related tax
effects
    
    
    (196,655
    )Pro forma income
    
    $
    1,679,900Net income per share common stock:As reported:Basic
    
    $
    0.19Diluted
    
    $
    0.19Pro forma:Basic
    
    $
    0.17Diluted
    
    $
    0.17
  
  8.
    Intangible Assets (As restated):
  September 30, 2005
    
    
    June 30, 2005Asset
    
    
    Gross
    
    
    GrossLife
    
    
    Carrying
    
    
    Carrying(years)
    
    
    Value
    
    
    ValueAmortizable intangible assets:License agreements
    
    
    3-10
    
    
    $
    235,429
    
    
    $
    235,429Trademarks
    
    10-indefinite
    
    
    
    2,949,642
    
    
    
    343,142Non-compete agreements
    
    
    10
    
    
    
    3,200,000
    
    
    
    Customer relationships
    
    
    10
    
    
    
    3,343,000
    
    
    
    1,923,000Contractual backlog
    
    
    0.25
    
    
    
    426,600
    
    
    
    205,600Customer database
    
    
    3
    
    
    
    660,000
    
    
    
    
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September 30, 2005
    
    
    June 30, 2005Asset
    
    
    Gross
    
    
    GrossLife
    
    
    Carrying
    
    
    Carrying(years)
    
    
    Value
    
    
    ValueSignificant contracts
    
    
    5
    
    
    
    327,000
    
    
    
    Other
    
    
    3
    
    
    
    167,593
    
    
    
    8,768Total amortizable intangible assets
    
    
    
    
    
    
    11,309,264
    
    
    
    2,715,939Accumulated amortization
    
    
    
    
    
    
    (1,235,308
    )
    
    
    (853,333
    )Intangible assets, net
    
    
    
    
    
    $
    10,073,956
    
    
    $
    1,862,606Intangible assets not subject to amortization:Goodwill  6/30/05 balance
    
    
    
    
    
    $
    23,848,345Additions  SSG and Team Print acquisitions
    
    
    
    
    
    
    13,115,685Adjustments
to identifiable intangibles of previous acquisitions
    
    
    
    
    
    
    467,360Goodwill  9/30/05
    
    
    
    
    
    $
    37,431,390
 9.
    Recent Accounting Pronouncements:
  10.
    Subsequent Event:
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
  Collegiate Pacific we us our Company soft goods fiscal 2004 fiscal 2005 fiscal
2006
 Matters Affecting Comparability
 Dixie OTS Salkeld SSG
 Consolidated Results of Operations
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For the Three Months EndedSeptember 30,Increase/(Decrease)2005
    
    2004
    
    Dollars
    
    PercentageNet sales
    
    $
    65,275
    
    
    $
    27,710
    
    
    $
    37,565
    
    
    
    135.6
    %Gross profit
    
    
    21,314
    
    
    
    9,127
    
    
    
    12,187
    
    
    
    133.5
    %Operating profit
    
    
    5,579
    
    
    
    3,172
    
    
    
    2,407
    
    
    
    75.8
    %Net Income
    
    $
    2,575
    
    
    $
    1,877
    
    
    
    698
    
    
    
    37.2
    %Earnings per share  basic
    
    $
    0.25
    
    
    $
    0.19
    
    
    $
    0.06
    
    
    
    31.6
    %Earnings per share  diluted
    
    $
    0.22
    
    
    $
    0.19
    
    
    $
    0.03
    
    
    
    15.8
    %
 Expressed as a percentage of net sales:
    
    2005
    
    2004Gross profit Margin
    
    
    32.7
    %
    
    
    32.9
    %Selling, general and administrative expenses
    
    
    24.1
    %
    
    
    21.5
    %Operating profit
    
    
    8.5
    %
    
    
    11.4
    %
 Acquisitions Since July 1, 2004 and Related Developments
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Partnership
     - 18 -




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Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004
 Net Sales.
  - 20 -




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Gross Profit
   ,
  Selling, General and Administrative Expenses. SG&A
 - 21 -




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Operating Profit.
 Interest Expense and Other Income.
 Minority Interest
 Income Taxes.
 Net Income.
 Liquidity and Capital Resources
 Cash Flow Activity
  
    
    An increase in accounts receivable of $12.3 million due to the increases in net sales
for the businesses acquired and existing non-acquired businesses,
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
    
    A decrease in inventories of $1.9 million attributed to increased demand for the
Companys products during the period,
    
    An increase in prepaid expenses and other current assets of $110 thousand due to
advertising cost incurred with the production of catalogs to be mailed in future periods
    
    An increase in accounts payable of $4.2 million to purchase inventories for the
fulfillment of increased sales activities; and
    
    An increase in taxes payable of approximately $1.7 million due to the increase in the
Companys taxable income during the three months ended September 30, 2005.
   
    
    Proceeds from the issuance of common stock upon the exercise of options of
approximately $83 thousand, including issuance of common shares in SSG upon the exercise of
SSG options;
    
    Net borrowings on the Companys revolving line of credit and other notes payable of
approximately $464 thousand and
    
    Payments of dividends of approximately $255 thousand.
  
    
    Proceeds from the issuance of common stock upon the exercise of options of
approximately $49 thousand;
    
    Net borrowings on the Companys revolving line of credit of approximately $461 thousand and
    
    Payments of dividends of approximately $247 thousand.
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Capital Structure and Resources
 Notes Securities Act Thomas Weisel
 Indenture
 Registration Rights
Agreement SEC Registration
Statement
   - 24 -




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Credit
Facility MLBFS
 EBITDA
 Fixed Charge Coverage Ratio September 15
Letter Agreement
 Amendment and Consent
 SSG Credit Facility
 - 25 -




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Long-Term Financial Obligations and Other Commercial Commitments
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Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 year
    
    
    1 - 3 years
    
    

4 - 5 years
    
    
    5 yearsContractual Obligations
    
    (dollars in thousands)Long-term debt
    
    $
    50,734
    
    
    $
    330
    
    
    $
    296
    
    
    $
    50,108
    
    
    $
    Long-term debt  Sport Supply
Group line of credit
    
    
    3,467
    
    
    
    
    
    
    
    3,467Interest expense on long-term debt
    
    
    13,253
    
    
    
    3,119
    
    
    
    6,061
    
    
    
    4,073
    
    
    
    Operating leases
    
    
    7,799
    
    
    
    3,025
    
    
    
    4,145
    
    
    
    629
    
    
    
    Total contractual cash obligations
    
    $
    75,253
    
    
    $
    6,474
    
    
    $
    13,969
    
    
    $
    54,810
    
    
    $
    
  Newly Adopted Accounting Standards
 Share-Based Payments
 Critical Accounting Policies
   Inventories.
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##### Table of Contents



Allowance for Doubtful Accounts.
  Goodwill, Intangibles and Long-lived Assets.
 Statement Regarding Forward-Looking Disclosure
 This Quarterly Report on Form 10-Q , including Managements Discussion and Analysis of
Financial Condition and Results of Operations in Item 2, contains forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never materialize or prove
incorrect, could cause the results of Collegiate Pacific and its consolidated subsidiaries to
differ materially from those expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements that could be deemed
forward-looking statements, including any projections of net sales, gross profit margin, expenses,
earnings or losses from operations, synergies or other financial items; any statements of the
plans, strategies and objectives of management for future operations; any statements regarding
future economic conditions or performance; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions
referred to above include Collegiate Pacifics ability to successfully execute its acquisition
plans and growth strategy, integration of acquired businesses, global economic
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##### Table of Contents



conditions, product demand, financial market performance and other risks that are described
herein, including but not limited to the items described from time to time in Collegiate Pacifics
Securities and Exchange Commission reports, including Collegiate Pacifics Annual Report on Form
10-KSB for the fiscal year ended June 30, 2005. Collegiate Pacific cautions that the foregoing list
of important factors is not exclusive. Any forward-looking statements included in this report are
made as of the date of filing of this report with the Securities and Exchange Commission, and we
assume no obligation and do not intend to update these forward-looking statements.
 
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting.
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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 6. Exhibits.
   ExhibitNumber
    
    Description31.1
    
    Certification of the Chief Executive
Officer pursuant to Rule 13a-14(a)
or 15(d)-14(a) of the Securities
Exchange Act of 1934, as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of the Chief Financial
Officer pursuant to Rule 13a-14(a)
or 15(d)-14(a) of the Securities
Exchange Act of 1934, as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*32
    
    Certification of the Chief Executive
Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.**
 
 *
    
    Filed herewith**
    
    Furnished herewith - 30 -




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##### Table of Contents



SIGNATURES
  COLLEGIATE PACIFIC INC.Dated: February 21, 2006
    
    /s/ Michael J. BlumenfeldMichael J. Blumenfeld, Chairman andChief Executive Officer/s/ William R. EstillWilliam R. Estill, Chief Financial Officer(Principal Financial and Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description31.1
    
    Certification of the Chief Executive Officer pursuant
to Rule 13a-14(a) or 15(d)-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of the Chief Financial Officer pursuant
to Rule 13a-14(a) or 15(d)-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*32
    
    Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
 
 *
    
    Filed herewith**
    
    Furnished herewith