<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 DECEMBER 31, 2001

   ---   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)

                 DELAWARE                               22-2795073
                 --------                               ----------
    (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
    Incorporation or Organization)

      13950 SENLAC DRIVE, SUITE 100, DALLAS, TEXAS               75234
      --------------------------------------------               -----
        (Address of Principal Executive Offices)               (Zip code)

                                 (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 February 11, 2002, there were 4,228,313 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 December 31, 2001
         and June 30, 2001...............................................     1

         Condensed Consolidated Statements of Operations for the
         three and six months ended December 31, 2001 and 2000...........     3

         Condensed Consolidated Statements of Cash Flows for
         the six months ended December 31, 2001 and 2000.................     4

         Notes to the Condensed Consolidated Financial Statements........     5

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


PART II: OTHER INFORMATION

         Item 4. Submission of Matters to a Vote of Security Holders ....    12

         Item 6. Exhibits and Reports on Form 8-K .......................    13

         SIGNATURES .....................................................    14
</Table>


<PAGE>


PART  I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                      (Unaudited)
                                                                     December 31,     June 30,
                                                                         2001           2001
                                                                     ------------   -----------
<S>                                                                  <C>            <C>
                           ASSETS
Current assets:
     Cash and cash equivalents                                       $   302,261    $   349,508
     Accounts receivable, net of the allowance for doubtful
       accounts of $57,148 and $87,187, respectively                   1,028,389      1,797,079
     Inventories                                                       3,709,617      2,787,169
     Prepaid expenses and other assets                                   207,068        146,328
                                                                     -----------    -----------
       Total current assets                                            5,247,335      5,080,084

     Property, plant and equipment                                       875,838        819,452
     Less accumulated depreciation                                      (348,332)      (295,980)
                                                                     -----------    -----------
                                                                         527,506        523,472
     Other assets:
       License agreements, net of accumulated amortization
          of $62,390 and $44,296, respectively                            82,013        100,106
       Cost in excess of net tangible assets acquired                    544,375        544,375
       Other assets, net                                                 272,058        283,319
                                                                     -----------    -----------
                                                                     $ 6,673,287    $ 6,531,356
                                                                     ===========    ===========

</Table>

     See accompanying notes to condensed consolidated financial statements.




                                       1
<PAGE>


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


LIABILITIES AND STOCKHOLDERS' EQUITY

<Table>
<Caption>
                                                                 (Unaudited)
                                                                 December 31,     June 30,
                                                                     2001           2001
                                                                 -----------    -----------
<S>                                                             <C>               <C>
Current liabilities:
     Accounts payable                                           $   662,211    $   942,129
     Accrued expenses                                               111,610        124,190
     Current portion, note payable to stockholders                  290,973        290,973
     Current portion, note payable                                       --        420,000
     Other current liabilities                                        7,554         16,144
                                                                -----------    -----------
       Total current liabilities                                  1,072,348      1,793,436

     Note payable                                                 1,070,000             --
     Note payable to stockholders                                   365,027        365,027
                                                                -----------    -----------

         Total  liabilities                                       2,507,375      2,158,463

Stockholders' equity:
     Common stock, $.01 par value, 50,000,000
       shares authorized, 4,264,773 shares issued                    42,648         42,648
     Additional paid-in capital                                   6,452,278      6,452,278
     Accumulated deficit                                         (1,855,184)    (1,750,568)
     Treasury shares at cost, 55,326 and 36,226 shares,
         respectively                                              (473,830)      (366,470)
                                                                -----------    -----------
                                                                  4,165,912      4,377,888

     Less notes receivable from stockholders                             --         (4,995)
                                                                -----------    -----------
        Total stockholders' equity                                4,165,912      4,372,893
                                                                -----------    -----------
                                                                $ 6,673,287    $ 6,531,356
                                                                ===========    ===========
</Table>


     See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)


<Table>
<Caption>
                                                 Three Months Ended           Six Months Ended
                                                     December 31,               December 31,
                                           --------------------------    --------------------------
                                              2001            2000           2001          2000
                                           -----------    -----------    -----------    -----------

<S>                                        <C>            <C>            <C>            <C>
Revenues                                   $ 2,848,447    $ 2,195,303    $ 6,663,069    $ 4,858,193
Cost of sales                                1,832,834      1,546,446      4,237,725      3,289,799
                                           -----------    -----------    -----------    -----------
     Gross margin                            1,015,613        648,857      2,425,344      1,568,394

Selling, general and administrative
   expenses                                  1,225,256        965,917      2,450,775      1,936,918
                                           -----------    -----------    -----------    -----------
     Operating loss                           (209,643)      (317,060)       (25,431)      (368,524)

Other income (expense)

     Interest expense                          (43,202)       (36,600)       (83,953)       (57,641)
     Other income (expense)                       (260)          (175)         4,768          1,756
                                           -----------    -----------    -----------    -----------
Net loss                                   $  (253,105)   $  (353,835)   $  (104,616)   $  (424,409)
                                           ===========    ===========    ===========    ===========

Net loss per share-basic and diluted
                                           $     (0.06)   $     (0.08)   $     (0.02)   $     (0.10)
                                           ===========    ===========    ===========    ===========

Shares used in computing net loss
per share:
Basic and diluted                            4,216,615      4,208,381      4,222,581      4,211,597
</Table>


     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<Table>
<Caption>
                                                                    Six months ended
                                                                      December 31,
                                                              ---------------------------
                                                                   2001           2000
                                                              -----------     -----------
<S>                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                  $  (104,616)   $  (424,409)
     Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation                                                   89,906         51,688
     Amortization                                                   29,354         76,803
     Bad debt expense                                               32,505         38,984
     Changes in operating assets and liabilities                  (548,091)    (1,002,299)
                                                               -----------    -----------
Net cash used in operating activities                             (500,942)    (1,259,233)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                           (93,940)       (88,979)
     Cash received (paid) for licenses                                  --          5,009
     Cash received on notes receivable from stockholders             4,995          9,593
                                                               -----------    -----------

Net cash used in investing activities                              (88,945)       (74,377)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings                                      650,000        870,000
     Cash paid for treasury shares                                (107,360)      (111,027)
                                                               -----------    -----------

Net cash provided by financing activities                          542,640        758,973
                                                               -----------    -----------

Net decrease in cash and cash equivalents                          (47,247)      (574,637)

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

Cash and cash equivalents at end of period                     $   302,261    $   205,909
                                                               ===========    ===========

Supplemental disclosure of cash flow information:
Cash paid during the period for interest                       $    99,326    $    51,831
                                                               ===========    ===========
Cash paid during the period for income taxes                   $        --    $    29,168
                                                               ===========    ===========
</Table>


     See accompanying notes to condensed consolidated financial statements.




                                       4
<PAGE>



                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION.

         These unaudited condensed consolidated financial statements of
         Collegiate Pacific Inc. and its subsidiaries (collectively the
         "Company") have been prepared in accordance with accounting principles
         generally accepted in the United States of America (U.S. GAAP) for
         interim financial reporting. Accordingly, they do not include all of
         the information and footnotes required by U.S. GAAP for complete
         financial statements and should be read in conjunction with the
         Company's Form 10-KSB for the fiscal year ended June 30, 2001. 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 periods are not necessarily
         indicative of results that may be expected for the fiscal year ending
         June 30, 2002.

2.       USE OF ESTIMATES.

         The preparation of financial statements in conformity with U.S. GAAP
         requires management to make estimates and assumptions that affect the
         amounts reported in the financial statements and accompanying notes.
         Actual results could differ from those estimates.

3.       NEW ACCOUNTING STANDARDS.

         The Company, pursuant to Emerging Issues Task Force Issue 2000-10,
         began classifying in fiscal 2001 freight charges billed to customers as
         revenues and the related costs as part of the Company's cost of sales.
         The net amount of these revenues and associated costs were previously
         included as part of the Company's selling, general and administrative
         expenses. All prior periods have been restated to reflect this change.

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards No. 141 ("SFAS 141"),
         "Business Combinations," which eliminates the pooling method of
         accounting for business combinations initiated after June 30, 2001. In
         addition, SFAS 141 addresses the accounting for intangible assets and
         goodwill acquired in a business combination. That portion of SFAS 141
         is effective for business combinations completed after June 30, 2001.
         The Company does not expect SFAS 141 to have a material impact on the
         Company's financial position or results of operations.


                                       5
<PAGE>


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

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

<Table>
<Caption>
                                            For the three months ended    For the six months ended
                                                   December 31,                 December 31,
                                           ---------------------------   --------------------------
                                               2001           2000           2001          2000
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
Reported net loss:                         $  (253,105)   $  (353,835)   $  (104,616)   $  (424,409)
  Add back:  Goodwill amortization                  --         10,938             --         21,838
                                           -----------    -----------    -----------    -----------
  Adjusted net loss                        $  (253,105)   $  (342,897)   $  (104,616)   $  (402,571)
                                           ===========    ===========    ===========    ===========

Basic earnings per share:
  Reported net loss                        $     (0.06)   $     (0.08)   $     (0.02)   $     (0.10)
  Add back:  Goodwill amortization                  --             --             --           0.01
                                           -----------    -----------    -----------    -----------
  Adjusted net loss                        $     (0.06)   $     (0.08)   $     (0.02)   $     (0.09)
                                           ===========    ===========    ===========    ===========

Diluted earnings per share:
  Reported net loss                        $     (0.06)   $     (0.08)   $     (0.02)   $     (0.10)
  Add back:  Goodwill amortization                  --             --             --           0.01
                                           -----------    -----------    -----------    -----------
  Adjusted net loss                        $     (0.06)   $     (0.08)   $     (0.02)   $     (0.09)
                                           ===========    ===========    ===========    ===========
</Table>

         In October 2001, the FASB issued Statement of Financial Accounting
         Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or
         Disposal of Long-Lived Assets." SFAS 144 addresses financial accounting
         and reporting for the impairment or disposal of long-lived assets. This
         statement supersedes SFAS 121, "Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived Assets to Be Disposed of" ("SFAS
         121") and related literature and establishes a single accounting model,
         based on the framework established in SFAS 121, for long-lived assets
         to be disposed of by sale. The Company is required to adopt SFAS 144
         for fiscal years beginning after December 15, 2001. The Company does
         not expect the adoption of this standard to have a material effect on
         its financial position or results of operations.

4.       INVENTORIES

         Inventories consist of the following:

<Table>
<Caption>
                                                                        December 31,               June 30,
                                                                            2001                     2001
                                                                        ------------             ------------
<S>                                                                      <C>                     <C>
         Raw materials                                                   $   224,050             $   205,734
         Work in progress                                                     52,988                  28,139
         Finished goods                                                    3,432,579               2,553,296
                                                                         -----------             -----------
                                                                         $ 3,709,617             $ 2,787,169
                                                                         ===========             ===========
</Table>



                                       6
<PAGE>


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)


5.       LOSS PER SHARE

         Basic earnings (loss) per share are based upon the weighted average
         number of shares of common stock outstanding. Diluted earnings (loss)
         per share are based upon the weighted average number of shares of
         common stock outstanding and, when dilutive, common shares issuable for
         stock options, warrants and convertible securities. As the Company has
         incurred losses for the periods presented, there are no dilutive
         securities in the three and six-month periods ended December 31, 2001
         or 2000.

         Outstanding options and warrants that were not included in the diluted
         calculation because their effect would be anti-dilutive totaled
         4,770,807 and 4,489,607 for the three months and for the six months
         ended December 31, 2001 and 2000, respectively.

6.       LINE OF CREDIT

         On December 26, 2001, the Company agreed to terms for a $2,500,000
         revolving line of credit with Bank of America, N.A. (the "Line of
         Credit"). The Line of Credit is secured by substantially all of the
         Company's assets and permits the Company to borrow funds based upon a
         certain percentage of its outstanding eligible accounts receivable and
         inventories. The Line of Credit will expire on December 26, 2003, and
         includes a provision for letters of credit. At the Company's option,
         borrowings under the Line of Credit will bear interest at the
         prevailing prime rate plus 1/2% or LIBOR plus 3%. The Company's note
         payable to stockholder is subordinate to the Line of Credit and the
         stockholder guaranteed the repayment of up to $1,000,000 outstanding
         under the Line of Credit.



                                       7
<PAGE>


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

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. The vast majority of the Company's revenues is
generated by responses to the Company's 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 27,000 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 2001
refer to our fiscal year ended June 30, 2001 and references herein to fiscal
2002 refer to our fiscal year ending June 30, 2002.

THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2000 AND SIX MONTHS ENDED DECEMBER 31, 2001 COMPARED TO SIX MONTHS ENDED
DECEMBER 31, 2000

REVENUES

The Company's revenues and earnings are seasonal in nature. Historically, the
Company has reported lower revenues and earnings in the first and second
quarters of each fiscal year. Revenues and earnings reported by the Company in
the second fiscal quarter have been generally lower than those in other 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 revenues continue
to increase at historical levels and, as the Company makes changes to its
product mix, the historical seasonal nature of the Company's revenues and
earnings will be diminished.

Revenues for the three months ended December 31, 2001, increased by
approximately $653 thousand, or 29.8%, compared to the same period in 2000.
Revenues for the six months ended December 31, 2001, increased by approximately
$1.8 million, or 37.2%, compared to the same period in 2000. The Company
attributes the growth in its revenues for both periods to its aggressive
marketing activities, the expansion of its product offerings, an increase in
dealer related revenues, and the overall growth of its customer base. Because
the Company continues to expand its marketing activities, management believes
the Company's revenues will continue to exhibit growth from current levels.

During the three-month period ended December 31, 2000, the Company, pursuant to
Emerging Issues Task Force Issue 2000-10, began classifying freight charges
billed to customers as revenues and the related costs as part of the Company's
cost of sales. The net amount of these revenues and associated costs were
previously included as part of the Company's selling, general and administrative
expenses. All prior periods have been restated to reflect this change.




                                       8
<PAGE>


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
GROSS MARGIN

Gross margin for the three months ended December 31, 2001, increased by
approximately $367 thousand, or 56.5%, compared to the same period in 2000. As a
percentage of sales, gross margin for the three months ended December 31, 2001,
increased to 35.7%, compared to 29.6% for the same period in fiscal 2000. Gross
margin for the six months ended December 31, 2001 increased by approximately
$857 thousand, or 54.6%, compared to the same period in 2000. As a percentage of
sales, gross margin for the six months ended December 31, 2001, increased to
36.4%, compared to 32.3% for the same period in 2000.

The increase in gross margin for the three months ended December 31, 2001, was
the result of better absorption of the Company's manufacturing costs, and a
decrease in freight costs during the periods. The increase in gross margin for
the six months ended December 31 2001, was the result of a higher volume of
sales by the Company, as well as better absorption of the Company's
manufacturing costs, and a decrease in freight costs during the periods.

OPERATING EXPENSES

Selling, general and administrative (SG&A) expenses for the three months ended
December 31, 2001, increased by approximately $259 thousand, or 26.8%, compared
to the same period in 2000. As a percentage of sales, SG&A expenses for the
three months ended December 31, 2000, decreased to 43.0% from 44.0% for the same
period in 2000. SG&A expenses for the six months ended December 31, 2001
increased by approximately $514 thousand, or 26.5%, compared to the same period
in 2000. As a percentage of sales, SG&A expenses for the six months ended
December 31, 2001, decreased to 36.8% from 39.9% for the same period in fiscal
2000. The increase in selling, general and administrative expenses for both
periods was primarily due to an increase in personnel related costs incurred in
connection with hiring additional personnel to the Company's sales force,
managing the increase in sales volume, and advertising costs associated with an
increase in mailings to the Company's customer base.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled approximately $302 thousand at December 31,
2001, compared to approximately $350 thousand at June 30, 2001. Cash used in
operations of approximately $501 thousand during the six months ended December
31, 2001, resulted primarily from the Company's net loss, increases in inventory
of approximately $922 thousand, and a decrease in accounts payable of
approximately $279 thousand, which was partially offset by a decrease in
accounts receivable of approximately $736 thousand. For the comparable period in
fiscal 2000, the cash used in operations was approximately $1.3 million and
resulted primarily from losses incurred during the period, increases in
inventory, and a decrease in accounts payable, partially offset by a decrease in
accounts receivable of approximately $517 thousand. The reduction in cash used
in operations for the six months ended December 31, 2001, was due principally to
a decrease in the Company's net loss and its collections of accounts receivable.

The Company used approximately $89 thousand in cash in investing activities in
the six month period ended December 31, 2001. The primary use of cash in
investing activities was the purchase of property and equipment of approximately
$94 thousand, partially offset by the repayment of a note payable to the Company
by a stockholder.




                                       9
<PAGE>

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

The Company generated approximately $543 thousand from financing activities for
the six months ended December 31, 2001. The cash generated from financing
activities was from borrowings under the Company's revolving line of credit,
partially offset by the purchase of treasury shares of approximately $107
thousand.

Current assets totaled approximately $5.2 million at December 31, 2001,
providing the Company with working capital of approximately $4.2 million.

On December 26, 2001, the Company agreed to terms for a new $2,500,000 Revolving
Line of Credit with Bank of America, N.A. (the "Line of Credit"). The Line of
Credit replaces the line of credit the Company had with Chase Bank of Texas. The
Line of Credit is secured by substantially all of the Company's assets and
permits the Company to borrow funds based upon a certain percentage of its
outstanding eligible accounts receivable and inventory, will mature on December
26, 2003, and includes a provision for letters of credit. At the Company's
option, borrowings under the Line of Credit bear interest at the prevailing
Prime Rate plus 1/2% or LIBOR plus 3%. The note payable to stockholder is
subordinate to the Line of Credit and the stockholder guaranteed the repayment
of up to $1,000,000 outstanding under the Line of Credit. At December 31, 2001,
there was $1,070,000 outstanding under the Line of Credit and $1,347,000
available for future advances under the Line of Credit. The Line of Credit
limits the amount and circumstances under which the Company may pay cash
dividends to stockholders and the Company must maintain certain financial
covenants and ratios including maintaining, on a consolidated basis, a
positive net income before taxes and extraordinary items for each fiscal year,
and a specified debt to tangible net worth ratio.

Management believes the Company will be able to satisfy its short-term and
long-term liquidity requirements from borrowings under the line of credit and
from cash generated from operations. The Company may experience periods of
higher borrowing under its line of credit due to the seasonal nature of its
business cycle. The Company is actively involved in seeking expansion through
acquisitions and 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 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.


                                       10
<PAGE>

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

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,
2001.


                                       11
<PAGE>


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

As contemplated in the Company's Proxy Statement, which was mailed to
stockholders beginning on November 6, 2001, the Company's stockholders elected
Michael J. Blumenfeld, Adam Blumenfeld, Arthur J. Coerver, Harvey Rothenberg,
Jeff Davidowitz, William A. Watkins and Robert W. Hampton as directors of the
Company, each to serve until the next annual meeting of stockholders. The
Company's stockholders also considered a proposal to ratify the selection of
Grant Thornton LLP as the independent auditor of the Company for the fiscal year
ending June 30, 2002.

Each of the foregoing proposals were approved at the Company's annual meeting of
stockholders on December 6, 2001. Each Board nominee received the number of
votes indicated below.

<Table>
<Caption>
                                     No. of Votes Cast     No. of Votes Cast
                  Nominee               For Election      Against or Withheld
                  -------            -----------------    -------------------
<S>                                       <C>                 <C>
          Michael J. Blumenfeld           3,655,298           25,312
          Adam Blumenfeld                 3,648,998           31,612
          Arthur J. Coerver               3,655,308           25,302
          Harvey Rothenberg               3,655,308           25,302
          Jeff Davidowitz                 3,680,298              312
          William A. Watkins              3,680,298              312
          Robert W. Hampton               3,680,298              312
</Table>

With respect to the approval of the proposal to ratify the selection of Grant
Thornton LLP, the votes cast for, against and abstaining were as follows:

<Table>
<S>                                               <C>
              Votes For                           3,680,506
              Votes Against                             106
              Abstention                                  4

</Table>


                                       12
<PAGE>


                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

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)

10.1     Engagement Agreement dated January 15, 2002, by and between NetCap
         Ventures, Inc. and the Company(2)

10.2     Revolving Line of Credit dated December 26, 2001 by and between Bank of
         America, N.A. and the Company*

21       Subsidiaries(3)


----------

*        Filed herewith

(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 Post Effective
         Amendment No. 4 to Registration Statement on Form SB-2 (No. 333-34294)
         dated January 23, 2002.

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

B.       Reports on Form 8-K.

         None.



                                       13
<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: February 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)



                                       14
<PAGE>

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


                                  EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------

<S>       <C>
3.1      Articles of Incorporation(1)

3.2      Bylaws(1)

10.1     Engagement Agreement dated January 15, 2002, by and between NetCap Ventures, Inc. and the Company(2)

10.2     Revolving Line of Credit dated December 26, 2001 by and between Bank of America, N.A. and the Company*

21       Subsidiaries(3)
</Table>


----------

*        Filed herewith

(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 Post Effective
         Amendment No. 4 to Registration Statement on Form SB-2 (No. 333-34294)
         dated January 23, 2002.

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