<PAGE>
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-QSB

(Mark One)
    X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   ---    EXCHANGE ACT OF 1934

          FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   ---    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.

                         Commission File Number 0-17293

                             COLLEGIATE PACIFIC INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            TEXAS                                        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)

                                 (972) 243-8100
                (Issuer's Telephone Number, Including Area Code)

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
                                                               ---     ---

As of November 12, 2002, there were 4,300,659 shares of the issuer's common
stock outstanding and 4,244,607 of the issuer's common stock purchase warrants
outstanding.

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

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





<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                                     PAGE
                                                                                                    NUMBER
                                                                                                    ------
<S>                                                                                                 <C>
PART I:  FINANCIAL INFORMATION.

         Item 1.    Consolidated Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets at September 30, 2002
         and June 30, 2002.......................................................................      1

         Condensed Consolidated Statements of Operations for the
         three months ended September 30, 2002 and 2001..........................................      2

         Condensed Consolidated Statements of Cash Flows for
         the three months ended September 30, 2002 and 2001......................................      3

         Notes to the Condensed Consolidated Financial Statements................................      4

         Item 2.    Management's Discussion and Analysis of Financial
         Condition and Results of Operations. ...................................................      8


         Item 3.    Controls and Procedures......................................................      11


PART II: OTHER INFORMATION

         Item 6.    Exhibits and Reports on Form 8-K.............................................      12

SIGNATURES.......................................................................................      13
</Table>

<PAGE>
PART  I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>

                                                                    September 30,      June 30,
                                                                        2002             2002
                                                                    -------------    ------------
                           ASSETS                                    (Unaudited)

<S>                                                                 <C>             <C>
Current assets:
     Cash and cash equivalents                                      $    488,845    $    267,362
     Accounts receivable, net of allowance for doubtful
        accounts of $104,091 and $96,181 at September 30,
        2002 and June 30, 2002, respectively                           1,879,134       1,990,997
     Inventories                                                       2,972,288       2,984,803
     Prepaid expenses and other assets                                   452,575         149,442
                                                                    ------------    ------------
        Total current assets                                           5,792,842       5,392,604

Property, plant and equipment, net of accumulated
     depreciation of $488,030 and $445,635 at September 30,
     2002 and June 30, 2002, respectively                                574,112         502,275
Other assets:
     License agreements, net of accumulated amortization
        of $94,082 and $82,759 at September 30, 2002 and
        June 30, 2002, respectively                                      141,347         152,670
     Goodwill                                                            544,375         544,375
     Other assets, net                                                   269,338         260,798
                                                                    ------------    ------------
                                                                    $  7,322,014    $  6,852,722
                                                                    ============    ============
     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                               $  1,230,891    $  1,154,398
     Accrued expenses                                                     89,265         128,648
     Dividends payable                                                    85,637              --
     Other current liabilities                                             9,075           7,553
                                                                    ------------    ------------
       Total current liabilities                                       1,414,868       1,290,599

Revolving line of credit                                                 600,000              --
Note payable to stockholder                                                   --         353,063
                                                                    ------------    ------------
       Total liabilities                                               2,014,868       1,643,662

Stockholders' equity:
     Common stock, $.01 par value; authorized 50,000,000
        shares; issued 4,300,659 shares                                   43,007          43,007
     Additional paid-in capital                                        6,521,909       6,607,546
     Accumulated deficit                                                (665,910)       (945,080)
     Treasury shares at cost: 76,326 and 59,526 at September
        30, 2002 and June 30, 2002, respectively                        (591,860)       (496,413)
                                                                    ------------    ------------
        Total stockholders' equity                                     5,307,146       5,209,060
                                                                    ------------    ------------
                                                                    $  7,322,014    $  6,852,722
                                                                    ============    ============
</Table>


     See accompanying notes to condensed consolidated financial statements.



                                       1
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<Table>
<Caption>
                                                 Three Months Ended
                                                  September 30,
                                           ----------------------------
                                               2002            2001
                                           ------------    ------------
<S>                                        <C>             <C>
Net sales                                  $  4,766,191    $  3,814,622
Cost of sales                                 3,010,014       2,404,891
                                           ------------    ------------
     Gross margin                             1,756,177       1,409,731

Selling, general and administrative
   Expenses                                   1,460,638       1,225,519
                                           ------------    ------------
     Operating profit                           295,539         184,212

Other income (expense)

     Interest expense                           (16,555)        (40,715)
     Other income                                   186           5,028
                                           ------------    ------------
Net income                                 $    279,170    $    148,489
                                           ============    ============
Net income per share-basic                 $       0.07    $       0.03
                                           ============    ============
Net income per share-diluted               $       0.06    $       0.03
                                           ============    ============

Weighted average shares outstanding:
      Basic                                   4,231,207       4,264,773
                                           ============    ============
      Diluted                                 4,787,242       4,305,111
                                           ============    ============
</Table>

      See accompanying notes to condensed consolidated financial statements



                                       2
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<Table>
<Caption>

                                                                    Three months ended
                                                                      September 30,
                                                               ----------------------------
                                                                   2002            2001
                                                               ------------    ------------

<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                $    279,170    $    148,489
     Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
     Depreciation, amortization and bad debt expense                 75,431          76,699
     Net changes in operating assets and liabilities               (170,376)       (232,951)
                                                               ------------    ------------
Net cash provided by (used in) operating activities                 184,225          (7,763)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                           (114,232)        (71,665)
     Cash received on notes receivable from stockholders                 --           4,995
                                                               ------------    ------------
Net cash used in investing activities                              (114,232)        (66,670)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash paid for treasury shares                                  (95,447)             --
     Repayment on note payable to stockholder                      (353,063)             --
     Proceeds from revolving line of credit                         600,000              --
                                                               ------------    ------------
Net cash provided by financing activities                           151,490              --
                                                               ------------    ------------
Net increase (decrease) in cash and cash equivalents                221,483         (74,433)

Cash and cash equivalents at beginning of period                    267,362         349,508
                                                               ------------    ------------
Cash and cash equivalents at end of period                     $    488,845    $    275,075
                                                               ============    ============
Supplemental disclosure of cash flow information
Cash paid during the period for interest                       $     16,555    $     56,124
                                                               ============    ============
</Table>



     See accompanying notes to condensed consolidated financial statements.




                                       3
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.       BASIS OF PRESENTATION.

         These unaudited condensed consolidated financial statements of
         Collegiate Pacific Inc. and its subsidiaries have been prepared in
         accordance with accounting principles generally accepted in the United
         States for interim financial reporting. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements and
         should be read in conjunction with the company's annual report on Form
         10-KSB for the fiscal year ended June 30, 2002. All significant
         intercompany transactions and balances have been eliminated in
         consolidation. In the opinion of management, all adjustments
         (consisting only of normal recurring adjustments) considered necessary
         for a fair presentation of the interim financial information have been
         included.

         Operating results for the interim period are not necessarily indicative
         of results that may be expected for the fiscal year ending June 30,
         2003.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

         CONSOLIDATION

         The consolidated financial statements include the accounts of
         Collegiate Pacific 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.



                                       4
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


         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.

         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.

         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 September 30, 2002 or 2001. Advertising expenses for the
         fiscal quarters ended September 30, 2002 and 2001 were approximately
         $260 thousand and $220 thousand, respectively.




                                       5
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


         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.


3.       INVENTORIES

         Inventories consist of the following:

<Table>
<Caption>
                                September 30,      June 30,
                                     2002           2002
                                -------------   ------------
<S>                              <C>            <C>
         Raw materials           $    262,400   $    232,064
         Work in progress              35,487         42,587
         Finished goods             2,674,401      2,710,152
                                 ------------   ------------
                                 $  2,972,288   $  2,984,803
                                 ============   ============
</Table>




                                       6
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4.       INCOME PER SHARE

         Summarized basic and diluted income per common share for the three
         months ended September 30, 2002 and 2001 are as follows:

<Table>
<Caption>
                                            For the three months ended
                                                  September 30
                                           ------------------------------
                                                2002            2001
                                           -------------    -------------
<S>                                        <C>              <C>
Net income                                 $     279,170    $     148,489

Weighted average common
  shares - basic                               4,231,207        4,264,773

Effect of dilutive securities
  (options and warrants)                         556,035           40,338

Weighted average common
  shares - diluted                             4,787,242        4,305,111

Net income per share - basic               $        0.07    $        0.03

Per share effect of dilutive
  securities (options and warrants)                (0.01)              --
                                           -------------    -------------
Net income - diluted                       $        0.06    $        0.03
                                           =============    =============
Options and warrants excluded from
  computation because their effect was
  anti-dilutive                                  236,500        4,487,107
                                           =============    =============
</Table>






                                       7
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


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

BACKGROUND

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 previously
founded successful mail order companies in the sports equipment industry.

The company believes it is the fastest growing supplier of sporting goods
equipment to the institutional and dealer market. Since the company commenced
its first national marketing programs in March 1998, it has received orders from
more than 35,000 locations and continues to add new customers at a high rate.
The company believes that its dedication to product quality and customer service
is the primary reason for the growth rate of the company's revenues and new
customers.

The company's fiscal year ends on June 30th. References herein to fiscal 2003
and fiscal 2002 refer to our fiscal years ending on June 30, 2003 and 2002,
respectively.

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2001

NET SALES

The company's sales and earnings are seasonal in nature. Historically, the
company has reported lower sales and earnings in the first and second fiscal
quarters because many of the company's primary customers are closed for the
year-end holidays. Other factors, such as poor weather, could negatively impact
demand for the company's products. Management believes that if sales continue to
increase at historical levels and, as the company makes changes to its product
mix, the historical seasonal nature of the company's sales and earnings will be
diminished.

Net sales for the three months ended September 30, 2002, increased by
approximately $952 thousand, or approximately 25%, compared to the same period
in 2001. We attribute the growth in net sales to our aggressive marketing
activities, the expansion of our product offerings, an increase in dealer
related revenues, and the overall growth of our customer base. As a result of
the company's expanded operations and marketing activities, we believe future
revenues will continue to exhibit growth from current levels. Management
believes the seasonality in the company's revenues will continue to be a factor
in future periods, but may not be to the same extent if the company's revenues
continue to rise at current rates.

GROSS PROFIT

Gross profit for the three months ended September 30, 2002, increased by
approximately $346 thousand, or 25%, compared to the same period in 2001. As a
percentage of sales, gross margin for the three months ended September 30, 2002,
decreased to approximately 36.8%, compared to 37.0% for the same period in 2001.
The modest decrease for the period was the result of competitive pressure in
certain product lines.


                                       8
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

OPERATING EXPENSES

Selling, general and administrative ("SG&A") expenses for the three months ended
September 30, 2002, increased by approximately $235 thousand, or 19%, compared
to the same period in 2001. As a percentage of sales, SG&A expenses for the
three months ended September 30, 2002, decreased to 31% from 32% for the same
period in 2001. The increase in SG&A expenses was primarily due to an increase
in personnel related costs incurred in connection with hiring additional
personnel in the sales force and to manage the increase in sales volume. Also
contributing to the increase were additional advertising costs incurred in
connection with the company's marketing efforts.

OPERATING PROFIT

Operating profit increased by approximately $131 thousand for the three months
ended September 30, 2002, compared to the same period in fiscal 2002. As a
percentage of net sales, operating profit increased to approximately 6% for the
three months ended September 30, 2002, compared to 4% for the same period during
fiscal 2002. The increase was attributable to an increase in sales, an increase
in gross profit, and a decrease in SG&A expenses as a percentage of sales during
the same period in fiscal 2002.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled approximately $489 thousand at September 30,
2002, compared to approximately $267 thousand at June 30, 2002. Cash provided by
operations increased by approximately $192 thousand in the three months ended
September 30, 2002, primarily due to an increase in operating profit of
approximately $131 thousand and favorable changes in working capital items of
approximately $63 thousand. For the same period in fiscal 2002, cash used in
operations of approximately $8 thousand was the result of an increase in
inventory of approximately $325 thousand and prepaid expenses of approximately
$140 thousand, which were partially offset by an increase in accounts payable of
approximately $175 thousand and a decrease in accounts receivable of
approximately $64 thousand, and an increase in net earnings of approximately
$148 thousand.

The company used approximately $114 thousand in cash in investing activities in
the three month period ended September 30, 2002, compared to approximately $67
thousand for the same period in fiscal 2002. The increase was due to the
increase in capital expenditures compared to the prior year.

The company generated approximately $151 thousand from financing activities for
the three months ended September 30, 2002. The cash generated from financing
activities was from borrowings under the company's revolving line of credit of
$600 thousand, partially offset by the purchase of treasury shares of
approximately $95 thousand and repayments on the note payable to stockholder of
approximately $353 thousand. For the same period in fiscal 2002, the company had
no cash transactions from financing activities.

Current assets totaled approximately $5.8 million at September 30, 2002,
providing the company with working capital of approximately $4.4 million.

In August 2002, the company amended its revolving line of credit with Bank of
America, N.A. (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




                                       9
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

to increase the amount of allowable borrowings from $2,500,000 to $5,000,000,
and extended the maturity date to July 15, 2004. In addition, the amendment
increased the borrowing base under the Revolving Line of Credit by increasing
the percentage of eligible accounts receivable to 85% from 80%. The amendment
also eliminated the requirement that the majority stockholder of the company
partially guarantee the Revolving Line of Credit. At the company's option,
borrowings under the Revolving Line of Credit bear interest at the prevailing
prime rate plus 1/2% or LIBOR plus 3%. As of September 30, 2002, $600 thousand
was outstanding under the Revolving Line of Credit, thereby leaving the company
with approximately $2.1 million of availability under the borrowing base
formula.

We believe the company will satisfy its short term and long-term liquidity needs
from borrowings under the Revolving Line of Credit and cash flows from
operations. We may experience periods of higher borrowing under the Revolving
Line of Credit 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.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

The company occasionally makes forward-looking statements concerning its plans,
goals, product and service offerings, and anticipated financial performance.
These forward-looking statements may generally be identified by introductions
such as "outlook" for an upcoming period of time, or words and phrases such as
"should", "expect", "hope", "plans", "projected", "believes", "forward- looking"
(or variants of those words and phrases) or similar language indicating the
expression of an opinion or view concerning the future.

These forward-looking statements are subject to risks and uncertainties based on
a number of factors and actual results or events may differ materially from
those anticipated by such forward-looking statements. These factors include, but
are not limited to: the growth rate of the company's revenue and market share;
the consummation of new, and the non-termination of, existing contracts; new
competitors entering the company's business, the company's ability to
effectively manage its business functions while growing its business in a
rapidly changing environment; the company's ability to adapt and expand its
services in such an environment; the company's ability to successfully refinance
or extend its line of credit or obtain alternative sources of financing; the
effective and efficient management of the company's inventory levels and
processing of sales orders; the quality of the company's plans and strategies;
and the company's ability to execute such plans and strategies.

In addition, forward-looking statements concerning the company's expected
revenue or earnings levels are subject to many additional uncertainties
applicable to competitors generally and to general economic conditions over
which the company has no control. The company does not plan to generally
publicly update prior forward-looking statements for unanticipated events or
otherwise and, accordingly, prior forward-looking statements should not be
considered to be "fresh" simply because the company has not made additional
comments on those forward-looking statements. See the risk factors set forth in
the company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
2002.




                                       10
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES.

Based on their most recent evaluation, which was completed within 90 days of the
filing of this Form 10-QSB, the company's Chief Executive Officer and Chief
Financial Officer believe the company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) are effective. There were not
any significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.



                                       11
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

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

A.       Exhibits.

         The following exhibits are filed as part of this report:

Exhibit
Number   Exhibit

3.1      Articles of Incorporation(1)

3.2      Bylaws(1)

21       Subsidiaries(2)

----------

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

(2)  Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 2001.

B.       Reports on Form 8-K.

         On September 26, 2002, the company filed a Report on Form 8-K
         reporting, under Item 9 of Form 8-K, the certifications of the
         company's Chief Executive Officer and Chief Financial Officer pursuant
         to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.



                                       12
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                    COLLEGIATE PACIFIC INC.



Dated: November 14, 2002            /s/ Michael J. Blumenfeld
                                    --------------------------------------------
                                    Michael J. Blumenfeld, Chairman and
                                    Chief Executive Officer


                                    /s/ William R. Estill
                                    --------------------------------------------
                                    William R. Estill, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




                                       13
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


                                 CERTIFICATIONS

         I, Michael J. Blumenfeld, certify that:

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

         2. Based on my knowledge, this quarterly 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
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's board of directors (or
persons performing the equivalent functions):

                  a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Date: November 14, 2002               /s/  MICHAEL J. BLUMENFELD
                                      -----------------------------------------
                                      Michael J. Blumenfeld
                                      Chairman, Chief Executive Officer and
                                      President



<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


         I, William R. Estill certify that:

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

         2. Based on my knowledge, this quarterly 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
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's board of directors (or
persons performing the equivalent functions):

                  a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002                 /s/  WILLIAM R. ESTILL
                                        -----------------------------------
                                        William R. Estill
                                        Chief Financial Officer


<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

                                  EXHIBIT INDEX
<Table>
<Caption>

Exhibit
Number     Exhibit
-------    -------
<S>        <C>
3.1        Articles of Incorporation(1)

3.2        Bylaws(1)

21         Subsidiaries(2)
</Table>

----------

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

(2)  Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 2001.