<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND 
     EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED DECEMBER 31, 1998


                                       OR


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



COMMISSION FILE NUMBER 0-17293


                            COLLEGIATE PACIFIC, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                 <C>
                         Pennsylvania                                           22-2795073 
(State or other jurisdiction of incorporation or organization)     (I.R.S. Employer Identification No.)
</TABLE>


                             13950 SENLAC DR., #200
                              DALLAS, TEXAS 75234
                    (Address of principal executive offices)

                        TELEPHONE NUMBER (972) 243-8100
              (Registrant's telephone number, including area code)


          Securities Registered Pursuant to Section 12(b) of the Act:


        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.

                                 YES [X] NO [ ]

         As of December 31, 1998, there were 1,704,839 shares of the
Registrant's Common Stock, with a par value of $0.01 par share, outstanding.

<PAGE>   2

                            COLLEGIATE PACIFIC, INC.

                                     INDEX
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

                                                                           Page
<S>     <C>                                                                 <C>
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

        Condensed Consolidated Balance Sheet 
           December 31, 1998 (Unaudited) and June 30, 1998                   3

        Condensed Consolidated Statement of Operations
           Three and six months ended December 31, 1998 and 1997 (Unaudited) 4

        Condensed Consolidated Statement of Cash Flows
           Six months ended December 31, 1998 and 1997 (Unaudited)           5

        Notes to Condensed Consolidated Financial Statements (Unaudited)     6


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS                                          8


                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS                                                   11

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                    11

        SIGNATURES                                                          11
</TABLE>

      See accompanying notes to these consolidated financial statements.

                                       2
<PAGE>   3
                            COLLEGIATE PACIFIC, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                        December 31,        June 30, 
                                    ASSETS                                 1998              1998 
                                                                        -----------       -----------
                                                                        (Unaudited) 
<S>                                                                     <C>              <C>
CURRENT ASSETS
     Cash and cash equivalents                                           $   391,473      $   514,494
     Accounts receivable, net of the allowance for doubtful
         accounts of $30,048 and $15,743                                     343,136          685,974
     Inventories                                                           2,172,467        2,149,020
     Prepaid expenses and other assets                                        67,242           40,064
                                                                         -----------      -----------

                  Total current assets                                     2,974,318        3,389,552

PROPERTY AND EQUIPMENT                                                       227,356          187,042
     Less accumulated depreciation                                           (79,461)         (66,416)
                                                                         -----------      -----------
                                                                             147,895          120,626

OTHER ASSETS
     License agreements, net of accumulated amortization of
         $31,029 and $12,418                                                 260,647          279,258
     Goodwill, net of accumulated amortization of $25,806 and $7,590         525,940          544,156
     Other assets, net                                                        50,427           54,552
                                                                         -----------      -----------

                                                                         $ 3,959,227      $ 4,388,144
                                                                         ===========      ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                    $   194,377      $   552,618
     Accrued interest - shareholder                                          135,523          145,165
     Accrued expenses and other current liabilities                           86,661          106,266
     Note payable - shareholder                                              919,477          754,671
                                                                         -----------      -----------

                  Total current liabilities                                1,336,038        1,558,720

STOCKHOLDERS' EQUITY
     Common stock, $.01 par value; authorized 50,000,000 shares;
         issued and outstanding, 17,041,833 and
         17,016,833 shares, respectively                                     170,418          170,168
     Additional paid-in capital                                            3,326,804        3,320,804
     Accumulated deficit                                                    (842,413)        (629,928)
                                                                         -----------      -----------
                                                                           2,654,809        2,861,044
         Less notes receivable from stockholders                             (31,620)         (31,620)
                                                                         -----------      -----------
                  Total stockholders' equity                               2,623,189        2,829,424
                                                                         -----------      -----------

                                                                         $ 3,959,227      $ 4,388,144
                                                                         ===========      ===========
</TABLE>

       See accompanying notes to these consolidated financial statements

                                       3
<PAGE>   4
                            COLLEGIATE PACIFIC, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      Three months ended                  Six months ended 
                                                         December 31,                       December 31, 
                                                  ---------------------------         ---------------------------
                                                     1998              1997             1998              1997 
                                                  ---------         ---------         ---------         ---------
<S>                                              <C>               <C>              <C>               <C>
Revenues                                         $    989,036      $    325,816      $  2,349,025      $    558,651
Cost of sales                                         627,601           194,833         1,551,846           350,696
                                                 ------------      ------------      ------------      ------------

Gross margin                                          361,435           130,983           797,179           207,955

Selling, general and administrative expenses          485,761           368,465           964,081           591,837
                                                 ------------      ------------      ------------      ------------

Loss from operations                                 (124,326)         (237,482)         (166,902)         (383,882)

Interest expense                                      (26,403)          (50,232)          (49,582)          (69,584)

Other income                                            1,868             2,203             3,999             5,116
                                                 ------------      ------------      ------------      ------------

Net loss                                         $   (148,861)     $   (285,511)     $   (212,485)     $   (448,350)
                                                 ============      ============      ============      ============

Net loss per share (basic and diluted)           $      (0.01)     $      (0.02)     $      (0.01)     $      (0.03)
                                                 ============      ============      ============      ============

Shares used in computing net loss
     per share (basic and diluted)                 17,041,833        16,401,000        17,032,841        16,401,000
</TABLE>

       See accompanying notes to these consolidated financial statements

                                       4
<PAGE>   5
                            COLLEGIATE PACIFIC, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             Six months ended    Six months ended 
                                                             December 31, 1998   December 31, 1997
                                                             -----------------   -----------------
<S>                                                            <C>                 <C>           
Operating activities                                                                             
     Net loss                                                   $  (212,485)        $  (448,350) 
     Adjustments to reconcile net loss to net cash used                                          
         in operating activities                                                                 
             Depreciation and amortization                           49,872              21,730  
             Changes in operating assets and liabilities            (91,150)         (1,985,237) 
                                                                -----------         -----------  
                                                                                                 
                  Net cash used in operating activities            (253,763)         (2,411,857) 
                                                                                                 
Investing activities                                                                             
     Purchase of property and equipment                             (40,314)           (105,047) 
                                                                -----------         -----------  
                                                                                                 
                  Net cash used in investing activities             (40,314)           (105,047) 
                                                                                                 
Financing activities                                                                             
     Proceeds from borrowings                                       164,806           2,040,829  
     Proceeds from issuance of common stock                           6,250              21,000  
                                                                -----------         -----------  
                                                                                                 
                  Net cash provided by financing activities         171,056           2,061,829  
                                                                -----------         -----------  
                                                                                                 
Net decrease in cash and cash equivalents                          (123,021)           (455,075) 
                                                                                                 
Cash and cash equivalents at beginning of period                    514,494             638,011  
                                                                -----------         -----------  
                                                                                                 
Cash and cash equivalents at end of period                      $   391,473         $   182,936  
                                                                ===========         ===========  
                                                                                                 
Supplemental disclosure of cash flow information                                                 
     Cash paid during the period for interest                   $    59,260         $        --  
                                                                ===========         ===========
</TABLE>

       See accompanying notes to these consolidated financial statements

                                       5
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                            COLLEGIATE PACIFIC, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - GENERAL AND BACKGROUND

     The accompanying unaudited condensed consolidated financial statements
     have been prepared in accordance with generally accepted accounting
     principles ("GAAP") for interim financial information. Accordingly, they
     do not include all of the information and footnotes required by GAAP for
     complete financial statements. The condensed consolidated financial
     statements as of December 31, 1998 and the periods ended December 31, 1998
     and 1997 are unaudited and reflect all adjustments which are, in the
     opinion of management, necessary for a fair presentation of the financial
     position and operating results for the interim period. The condensed
     financial statements should be read in conjunction with the consolidated
     financial statements and notes thereto, for the year ended June 30, 1998
     together with management's discussion and analysis of financial condition
     and results of operations, contained in the 10-K filed with the Securities
     and Exchange Commission. The results of operations for the three and six
     months ended December 31, 1998 are not necessarily indicative of the
     results for the entire fiscal year.

     The consolidated financial statements for the period ended December 31,
     1998 include the accounts of Collegiate Pacific, Inc. ("CPI") and its
     wholly owned subsidiaries Product Merchandising, Inc. ("PMI") and Vantage
     Products International, Inc. ("VPI") (collectively referred to as the
     "Company"). The consolidated financial statements for the period ended
     December 31, 1997 include the accounts of "CPI" and its wholly owned
     subsidiary "VPI". See Note 2.

NOTE 2 - BUSINESS COMBINATIONS

     On May 31, 1998 the Company acquired "VPI" by issuing 400,000 shares of
     its common stock in exchange for all outstanding "VPI" common stock. The
     acquisition was accounted for as a pooling of interests and, accordingly,
     the assets and liabilities and results of operations of "VPI" have been
     included in the Company's consolidated financial statements as if the
     transaction occurred on July 1, 1997.

     On April 14, 1998 the Company acquired all common stock of "PMI" for
     $200,000 cash and 137,500 shares of the Company's common stock. The
     acquisition was accounted for as a purchase and accordingly, the net
     assets and results of operation of "PMI" have been included in the
     Company's consolidated financial statements commencing on April 14, 1998.

     Unaudited pro forma financial information for the three and six months
     ended December 31, 1997 as though the acquisition of "PMI" had occurred on
     July 1, 1997 is as follows:

<TABLE>
<CAPTION>
                                      Three months ended    Six months ended 
                                      December 31, 1997     December 31, 1997
                                      ------------------    -----------------
      <S>                             <C>                   <C>
      Revenues                            $ 369,646            $1,123,395
      Net loss                             (462,921)             (420,302)
      Net loss per common share
            (basic and diluted)                (.03)                 (.03)
</TABLE>


                                       6
<PAGE>   7
                            COLLEGIATE PACIFIC, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



NOTE 3 - NOTE PAYABLE TO STOCKHOLDER

     The note payable to stockholder (also the president of the Company) is
     payable on demand, uncollateralized, and bears interest at an annual rate
     of 12%. Accrued interest on this note totaled $135,523 at December 31,
     1998, and is included in accrued expenses.

NOTE 4 - CURRENT AND PENDING ACCOUNTING CHANGES

     In April 1998, the Accounting Standards Executive Committee of the
     American Institute of Certified Public Accountants issued Statement of
     Position No. 98-5, "Reporting on the Costs of Start-up Activities" (SOP
     98-5). SOP 98-5 will be effective for all transactions entered into by the
     Company subsequent to December 31, 1998. The Company does not expect the
     adoption of the new Standard to have a material impact on its financial
     position or results of operations.

     In June 1998, the Financial Accounting Standards Board issued Statement
     No. 133 "Accounting for Derivative Instruments and Hedging Activities".
     The Statement establishes accounting and reporting standards for
     derivative instruments, including certain derivative instruments embedded
     in other contracts, (collectively referred to as derivatives) and for
     hedging activities. The new Statement is effective for all fiscal quarters
     of all fiscal years beginning after June 15, 1999. The Company does not
     expect the adoption of the new Statement to have a material impact on its
     financial position or results of operations.


                                       7
<PAGE>   8
                            COLLEGIATE PACIFIC, INC.



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The Company is engaged in the national distribution of sports equipment to the
institutional and retail markets realizing the vast majority of its revenues in
response to catalog mailings and telemarketing efforts. The market for this
merchandise is estimated to consist of approximately 250,000 locations, which
have annual expenditures of some $4 billion for sports equipment. The
management of the Company has extensive experience in this business having been
the founder of several successful mail order companies in the sports equipment
industry.

On May 31, 1998 the Company acquired Vantage Products International, Inc.
("VPI"). The acquisition was accounted for as a pooling and accordingly, the
assets and liabilities and results of operations of VPI have been included in
the Company's consolidated financial statements as if the transaction occurred
on July 1, 1997.

On April 14, 1998 the Company acquired all common stock of Product
Merchandising, inc. ("PMI"). The acquisition was accounted for as a purchase
and accordingly, the net assets and results of operation of PMI have been
included in the Company's consolidated financial statements commencing on April
14, 1998. The results of operations for the periods ended December 31, 1997 do
not reflect the operations of PMI.

This Report contains certain forward-looking statements such as the Company's
or management's intentions, hopes, beliefs, expectations, strategies,
predictions or any other variation thereof or comparable phraseology of the
Company's future activities or other future events or conditions within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered by the safe
harbors created thereby. Investors are cautioned that all forward-looking
statements involve risks and uncertainty, including without limitation,
variations in quarterly results, volatility of the company's stock price, entry
into the market of new competitors, the sufficiency of the Company's working
capital. Although the company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.

The following discussion should be read in conjunction with the Company's Form
10-KSB and consolidated financial statements for the fiscal year ended June 30,
1998, the financial statements and related notes for the periods ended December
31, 1998 and 1997 included herein.

REVENUES

For the quarter ended December 31, 1998 revenues rose 203%, from $325,816 to
$989,036, and for the six months rose 320%, from $558,651 to $2,349,025. The
Company attributes the growth in revenues to an increase in marketing activity,
the acquisition of PMI and the growth in its customer base. As the result of
expanded operations the Company believes future revenues will rise materially
from current levels.


                                       8
<PAGE>   9
                            COLLEGIATE PACIFIC, INC.



GROSS MARGIN

For the quarter ended December 31, 1998, gross margin decreased from 40% to
37%, and for the six months ended December 31, 1998, decreased from 37% to 34%.
The decreases were primarily the result of lower product selling prices as the
Company completes its start up phase which includes the introduction of new
products below traditional selling prices. The Company anticipates that gross
margins will improve in the third and fourth quarter.

OPERATING EXPENSES

Selling, general and administrative (SG&A) expenses increased by 32% for the
quarter ended December 31, 1998. However, as a percentage of sales, SG&A
expenses decreased from 113% to 49%. For the six months ended December 31,
1998, SG&A expenses increased by 63%, but as a percentage of sales decreased
from 106% to 41%.

The increase in the amount of SG&A expense resulted primarily from increases in
advertising and the effect of the acquisition of PMI in April 1998. The
decrease in SG&A expense as a percentage of sales is due to the Company's
establishing an infrastructure in 1997 capable of handling substantially higher
sales volume.

LIQUIDITY AND SOURCES OF CAPITAL

The Company has no commercial bank debt but has recently received two proposals
from nationally recognized institutions offering to fund its future operations
and expansion and is evaluating these proposals.

Cash and cash equivalents totaled $391,000 at December 31, 1998 compared to
$514,000 at June 30, 1998. Cash used in operations of $254,000 in the six
months ended December 31, 1998 resulted primarily from the Company's net loss.
For the comparable 1997 period, cash used in operations of $2,400,000 resulted
primarily from the Company's net loss and increases in inventory.

Current assets totaled $2,974,000 at the end of the second quarter, providing
the Company with working capital of $1,638,000.

Longer-term cash requirements, other than normal operating expenses, are
anticipated for the enhancement of existing products, financing anticipated
growth and the possible acquisition of other businesses complimentary to the
company's business. The company believes that its existing cash and cash
equivalents and anticipated cash generated from operations will be sufficient
to satisfy its currently anticipated cash requirements for fiscal year 1999.

The Company's principal commitments at December 31, 1998 consisted of
obligations under operating leases for facilities.


                                     9
<PAGE>   10
                            COLLEGIATE PACIFIC, INC.



YEAR 2000 ISSUE

The Company's assessment of its Year 2000 issues is not complete, however, the
company has taken actions to assess the nature and extent of the work required
to make its systems, products and infrastructure Year 2000 ready. The Company
intends to work toward making its internal information technology Year 2000
ready, which may include replacing or updating existing computer systems as
needed. Additionally, the Company plans to evaluate the Year 2000 readiness of
its consultants, vendors and suppliers. Where the Company determines that
critical consultants, vendors or suppliers are not Year 2000 ready, the Company
will monitor their progress and take appropriate actions. The Company believes
it is taking the necessary steps to resolve year 2000 issues and, based on
current progress and future plans, the Company believes that the Year 2000 date
change will not significantly affect the Company's ability to deliver services
to its customers on a timely basis; however, given the uncertain consequences
of failure to resolve significant year 2000 issues, there can be no assurance
that any one or more such failures would not have a material adverse effect on
the Company. The Company has not determined the cost of completing its
compliance with the Year 2000.



                                      10
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                            COLLEGIATE PACIFIC, INC.



PART II  - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

27.1     Financial Date Schedule

REPORTS ON FORM 8-K

None


                                   SIGNATURES

Pursuant with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.


COLLEGIATE PACIFIC, INC.


By:  /s/ MIKE BLUMENFELD                     Dated:  February 16, 1999
     -------------------------------------          ---------------------------
     Mike Blumenfeld
     President and Chief Financial Officer


                                      11
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                                EXHIBIT INDEX
                                

EXHIBIT 
NUMBER                           DESCRIPTION
-------                          -----------

 27.1                       Financial Data Schedule