<PAGE>   1

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

                     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 MARCH 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)

                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 May 10, 2001, there were 4,264,773 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>   2

                    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 March 31, 2001
         and June 30, 2000.......................................................................     1

         Condensed Consolidated Statements of Operations for the
         three and nine months ended March 31, 2001 and 2000.....................................     2

         Condensed Consolidated Statements of Cash Flows for
         the nine months ended March 31, 2001 and 2000...........................................     3

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

         Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations. ...................................................     6


PART II: OTHER INFORMATION

         Item 2. Changes in Securities and Use of Proceeds.......................................     9

         Item 4. Submission of Matters to a Vote of Security Holders.............................     9

         Item 6. Exhibits and Reports on Form 8-K................................................    10

SIGNATURES.......................................................................................    13
</TABLE>

<PAGE>   3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  (Unaudited)
                                                                   March 31,        June 30,
                                                                     2001             2000
                                                                  -----------      -----------

<S>                                                               <C>              <C>
                           ASSETS
Current assets:
     Cash and cash equivalents                                    $   133,465      $   780,546
     Accounts receivable, net of allowance for doubtful
       accounts of $50,236 and $38,806, respectively                1,691,347        1,384,185
     Inventories                                                    2,844,177        2,415,328
     Prepaid expenses and other assets                                475,313           39,014
                                                                  -----------      -----------
       Total current assets                                         5,144,302        4,619,073

     Property, plant and equipment, net of accumulated
       depreciation of $258,288 and $184,355, respectively            506,792          333,102

     Other assets:
       License agreements, net of accumulated amortization
          of $22,834 and $142,369, respectively                       121,568          468,049
       Cost in excess of net tangible assets acquired, net of
           accumulated amortization of $110,756 and $78,105,
           respectively                                               556,160          588,185
       Other assets, net                                              289,635           56,204
                                                                  -----------      -----------
                                                                  $ 6,618,457      $ 6,064,613
                                                                  ===========      ===========
     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                             $   602,751      $   555,795
     Accrued expenses                                                 159,447          415,002
     Current portion, notes payable to stockholders                    72,625               --
     Current portion, notes payable                                 1,070,000               --
     Other current liabilities                                         18,150           34,048
                                                                  -----------      -----------
       Total current liabilities                                    1,922,973        1,004,845

     Notes payable to stockholders                                    583,375          581,000

Stockholders' equity:
     Common stock, $.01 par value; authorized 50,000,000
        shares; issued 4,244,607 and 4,264,773 shares,
        respectively                                                   42,648           42,446
     Additional paid-in capital                                     6,452,278        6,461,453
     Accumulated deficit                                           (2,011,196)      (1,754,688)
     Treasury shares at cost; 36,226 and 20,860 shares,
         respectively                                                (366,470)        (255,443)
                                                                  -----------      -----------
                                                                    4,117,260        4,493,768

     Less notes receivable from stockholders                           (5,151)         (15,000)
                                                                  -----------      -----------
        Total stockholders' equity                                  4,112,109        4,478,768
                                                                  -----------      -----------
                                                                  $ 6,618,457      $ 6,064,613
                                                                  ===========      ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                      -1-
<PAGE>   4

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

<TABLE>
<CAPTION>
                                            Three Months Ended                Nine Months Ended
                                                 March 31,                         March 31,
                                        ----------------------------      ----------------------------
                                           2001             2000             2001             2000
                                        -----------      -----------      -----------      -----------

<S>                                     <C>              <C>              <C>              <C>
Net sales                               $ 3,809,903      $ 3,402,517      $ 8,668,096      $ 6,870,242
Cost of sales                             2,352,118        2,282,404        5,641,917        4,803,979
                                        -----------      -----------      -----------      -----------
     Gross margin                         1,457,785        1,120,113        3,026,179        2,066,263


Selling, general and administrative
   expenses                               1,235,146        1,027,373        3,172,064        2,553,429
                                        -----------      -----------      -----------      -----------
     Operating profit (loss)                222,639           92,740         (145,885)        (487,166)

Other income (expense)

     Interest expense                       (56,228)         (74,138)        (113,869)        (169,143)
     Other income                             1,490            2,232            3,246            4,167
                                        -----------      -----------      -----------      -----------

Net earnings (loss)                     $   167,901      $    20,834      $  (256,508)     $  (652,142)
                                        ===========      ===========      ===========      ===========

Net earnings (loss) per share-basic
and diluted                             $      0.04      $      0.01      $     (0.06)     $     (0.19)
                                        ===========      ===========      ===========      ===========

Shares used in computing net loss
per share:
Basic                                     4,261,412        3,527,096        4,250,126        3,482,485
Diluted                                   4,263,363        3,557,319        4,250,126        3,482,485
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                      -2-
<PAGE>   5

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Nine months ended
                                                                     March 31,
                                                             ----------------------------
                                                                2001             2000
                                                             -----------      -----------

<S>                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                $  (256,508)     $  (652,142)
     Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                               172,024          133,872
     Changes in operating assets and liabilities              (1,455,794)      (1,246,715)
                                                             -----------      -----------
Net cash used in operating activities                         (1,540,278)     $(1,764,985)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                        (150,625)         (32,973)
     Cash paid for treasury shares                              (111,027)        (114,662)
     Cash paid for licenses                                           --         (298,302)
     Cash used in business acquisition, net of cash
         acquired                                                     --         (114,543)
     Cash received on notes receivable from stockholders           9,849           28,405
                                                             -----------      -----------

Net cash used in investing activities                           (251,803)        (532,075)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings                                  1,070,000               --
     Proceeds from notes payable to stockholders                  75,000        1,360,280
     Proceeds from issuance of common stock                           --          794,943
                                                             -----------      -----------

Net cash provided by financing activities                      1,145,000        2,155,223
                                                             -----------      -----------

Net decrease in cash and cash equivalents                       (647,081)        (141,837)

Cash and cash equivalents at beginning of period                 780,546          543,382
                                                             -----------      -----------

Cash and cash equivalents at end of period                   $   133,465      $   401,545
                                                             ===========      ===========
Noncash investing activities:
     Common stock issued for purchase of fixed assets        $    96,998      $        --
                                                             ===========      ===========
     Warrants cancelled in conjunction with
         amendment to distribution agreement                 $   105,971      $        --
                                                             ===========      ===========

Supplemental disclosure of cash flow information
Cash paid during the period for interest                     $    95,314      $   132,213
                                                             ===========      ===========
Cash paid during the period for income taxes                 $    29,168      $        --
                                                             ===========      ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                      -3-
<PAGE>   6

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

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, 2000. 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, 2001.
     Certain fiscal year 2000 items have been reclassified to conform with the
     fiscal year 2001 presentation.

2.   USE OF ESTIMATES.

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States 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.   BUSINESS COMBINATION.

     On September 7, 2000, the company purchased all the outstanding stock of
     Kesmil Manufacturing, Inc., a manufacturer of sports related metal
     products, which was 100% owned by the company's Chairman and Chief
     Executive Officer. The company was, prior to the acquisition, the only
     customer for Kesmil's products. The company assumed notes payable to the
     Chairman and a relative of the Chairman, for $581 thousand and other
     liabilities of approximately $400 thousand. The notes payable to
     stockholders are subordinate to the company's revolving line of credit, are
     not secured by any of the company's assets and mature on August 31, 2004.
     The notes payable to stockholders bear interest at the rate of 12% per
     annum and are payable in quarterly installments of approximately $36
     thousand.

     Because the former sole stockholder of Kesmil also owns a majority of the
     company's outstanding common stock, the acquisition was accounted for in a
     manner similar to a pooling of interests and, accordingly, financial
     information for the periods prior to the acquisition reflect the
     retroactive restatement of the company's and Kesmil's combined financial
     position and operating results.

                                      -4-
<PAGE>   7

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

     Selected financial information for the combined entities included in the
     consolidated statements of operations for the three and nine month periods
     ended March 31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                      FOR THE THREE MONTHS      FOR THE NINE MONTHS
                                             ENDED                    ENDED
                                            MARCH 31                 MARCH 31
                                      --------------------      --------------------
                                        2001        2000         2001         2000
                                      --------     -------      -------      -------

<S>                                    <C>         <C>          <C>          <C>
Net sales:
  CPI                                  $ 3,810     $ 3,403      $ 8,668      $ 6,870
  Kesmil                                    --         230          136          776
Elimination of intercompany sales           --        (230)        (136)        (776)
                                       -------     -------      -------      -------
Combined                               $ 3,810     $ 3,403      $ 8,668      $ 6,870
                                       =======     =======      =======      =======

Net income (loss):
  CPI                                  $   167     $   130      $  (157)     $  (293)
  Kesmil                                    --        (109)         (94)        (304)
Elimination of intercompany profit
 in inventory                               --          --           (6)         (55)
                                       -------     -------      -------      -------
Combined                               $   167     $    21      $  (257)     $  (652)
                                       =======     =======      =======      =======
</TABLE>

4.   EQUITY

     In January 2001, the company modified a distribution agreement with an
     Internet company, which gave the Internet company the ability to expand its
     offerings of sporting goods with other suppliers. The Internet company had
     received 40,000 common stock warrants from the company as part of the
     consideration and upon agreement of the modification of the distribution
     agreement, the warrants were cancelled. The company purchased tooling from
     a Far East supplier and issued 20,166 shares of common stock valued at
     approximately $97 thousand as payment.

5.   CHANGE IN ACCOUNTING POLICY.

     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.

                                      -5-
<PAGE>   8
                    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 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 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 2000
and fiscal 2001 refer to our fiscal years ending on June 30, 2000 and 2001,
respectively.

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000
AND NINE MONTHS ENDED MARCH 31, 2001 COMPARED TO NINE MONTHS ENDED MARCH 31,
2000

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 March 31, 2001, increased by approximately
$407 thousand, or approximately 12%, compared to the same period in 2000. Net
sales for the nine months ended March 31, 2001, increased by approximately $1.8
million, or 26%, 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. As a result of the company's
expanded operations and marketing activities, the company believes future
revenues will continue to exhibit growth from current levels. Management
believes the seasonality in its 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.

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.

                                      -6-
<PAGE>   9

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

GROSS MARGIN

Gross margin for the three months ended March 31, 2001, increased by
approximately $338 thousand, or 30%, compared to the same period in 2000. As a
percentage of sales, gross margin for the three months ended March 31, 2001,
increased to 38%, compared to 33% for the same period in 2000. Gross margin for
the nine months ended March 31, 2001, increased by approximately $960 thousand,
or 46%, compared to the same period in 2000. As a percentage of sales, gross
margin for the nine months ended March 31, 2001, increased to 35%, compared to
30% for the same period in 1999. The increase for both periods was the result of
better absorption by the company of its manufacturing costs, a higher percentage
of manufactured goods sold as a percent of overall sales, a modest increase in
average selling price, and a decrease in freight costs.

OPERATING EXPENSES

Selling, general and administrative (SG&A) expenses for the three months ended
March 31, 2001, increased by approximately $208 thousand, or 20%, compared to
the same period in 2000. As a percentage of sales, SG&A expenses for the three
months ended March 31, 2001, increased to 32% from 30% for the same period in
2000. SG&A expenses for the nine months ended March 31, 2001, increased by
approximately $619 thousand, or 24%, compared to the same period in 2000. As a
percentage of sales, SG&A expenses were 37% for both nine month periods. The
increase in selling, general and administrative expenses was primarily due to an
increase in personnel related costs incurred in connection with hiring
additional personnel to the sales force, as well as in connection with managing
the increase in sales volume and advertising costs associated with the company's
additional marketing efforts.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled approximately $133 thousand at March 31, 2001,
compared to approximately $781 thousand at June 30, 2000. Cash used in
operations of approximately $1.5 million in the nine months ended March 31,
2001, resulted primarily from the company's net loss, increases in inventory of
approximately $428 thousand, prepaid expenses of approximately $436 thousand, an
increase in accounts receivable of approximately $307 thousand, and a decrease
in accrued expense of approximately $256 thousand, which were partially offset
by an increase in accounts payable of approximately $47 thousand. For the
comparable 2000 period, the cash used in operations of approximately $1.8
million resulted primarily from losses incurred during the period, increases in
inventory of approximately $667 thousand, increases in accounts receivable of
approximately $337 thousand, increases in prepaid expenses of approximately $450
thousand, which were partially offset by an increase in accounts payable and
accrued expenses.

The company used approximately $252 thousand in cash in investing activities in
the nine month period ended March 31, 2001. The primary use of cash in investing
activities was the purchase of treasury shares of approximately $111 thousand
and the purchase of property and equipment of approximately $152 thousand.

The company generated approximately $1.2 million from financing activities
for the nine months ended March 31, 2000. The cash generated from financing
activities was from borrowings of approximately $1.1 million under the company's
revolving line of credit and from stockholder borrowings of approximately
$75 thousand.

                                      -7-
<PAGE>   10

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

Current assets totaled approximately $5.1 million at March 31, 2001, providing
the company with working capital of approximately $3.2 million.

On January 13, 2001, the company amended the terms of its $2,000,000 revolving
line of credit with The Chase Manhattan Bank. The amendment revised certain
financial covenants to permit the company to consummate the acquisition of
Kesmil.

The borrowings under the Revolving Credit Facility are classified as current
liabilities since the existing facility expires in October 2001. The company
intends to either extend the terms of the existing facility or the seek
financing from other banks. The company's relationship with the existing lender
is good and, accordingly, management believes its current lender will agree to
extend the terms of the existing facility. Alternatively, management believes
the company will be able to find alternative financing with other lenders in the
event its current lender elects not to extend the company's current facility.
Management believes the company will be able to satisfy its short-term and
long-term liquidity requirements from borrowings under the revolving line of
credit and from cash generated from operations. The company may experience
periods of higher borrowing under its revolving 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 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,
2000.

                                      -8-
<PAGE>   11

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

In connection with the company's acquisition of equipment, the company issued
20,166 shares of its common stock to one of its Far East suppliers during the
third quarter of fiscal 2001. The issuance of those unregistered securities by
the company was exempt from the registration requirements of the Securities Act
of 1933, as amended by virtue of Section 4(2) thereof as a transaction not
involving a public offering and an appropriate restrictive legend was affixed to
the certificate.

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

As contemplated in the company's Proxy Statement which was mailed to
shareholders beginning on February 21, 2001, the company's shareholders 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 annual meeting of shareholders to be held in
2002. The company's shareholders also considered proposal to increase the number
of authorized shares under its Stock Option Plan to 1,000,000 shares and to
ratify the selection of Grant Thornton LLP as the independent auditor of the
company for the year ending June 30, 2001.

Each of the foregoing proposals were approved at the company's annual meeting of
stockholders on March 20, 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     3,723,625               1,921
Adam Blumenfeld           3,723,625               1,921
Arthur J. Coerver         3,723,629               1,917
Harvey Rothenberg         3,723,629               1,917
Jeff Davidowitz           1,334,901               1,917
William A. Watkins        1,334,901               1,917
Robert W. Hampton         1,334,901               1,917
</TABLE>

With respect to the approval of the proposal to increase the number of
authorized shares under the company's Stock Option Plan, the votes cast for,
against and abstaining were as follows:

<TABLE>
<S>               <C>
Votes For         2,613,902
Votes Against       103,059
Abstentions           1,164
Not Voted         1,007,421
</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         3,723,725
Votes Against         1,068
Abstention              753
</TABLE>

                                       -9-
<PAGE>   12

                    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:

<TABLE>
<CAPTION>
Exhibit
Number                              Exhibit
-------                             -------

<S>      <C>
2.1      Purchase and Sale Agreement dated March 14, 1997 for the sale of the
         majority of the company's assets and business to Casco Standards,
         Inc.(1)

2.2      Stock Purchase Agreement dated August 18, 1997 with Michael J.
         Blumenfeld.(2)

2.3      Agreement and Plan of Merger dated July 20, 1999 for the
         reincorporation of the company in Delaware.(3)

3.1      Articles of Incorporation of the company filed on December 15, 1998.(4)

3.2      Certificate of Merger of the company filed on July 20, 1999.(4)

3.3      By-Laws of the company.(4)

3.4      Certificate of Amendment to Certificate of Incorporation of the company
         filed on January 18, 2000.(5)

4.1      Specimen Certificate of Common Stock, $0.01, par value, of the
         company.(4)

4.2      Specimen Common Stock Purchase Warrant.(5)

10.1     Warrant Agency Agreement dated as of June 4, 1993 between the company
         and Continental Stock Transfer & Trust Company, as Warrant Agent.(6)

10.2     Form of Underwriter's Unit Purchase Warrant of the company.(7)

10.3     Form of Underwriter's Warrant of the company.(7)

10.4     1988 Stock Option Plan of the company.(8)

10.5     1994 Stock Option Plan of the company.(9)

10.6     Employee Restricted Stock Plan of the company.(10)

10.7     Lease dated July 1, 1997 between the company, as tenant, and
         Post-Valwood, Inc., as landlord.(11)

10.8     Exclusive Distribution Agreement dated February 24, 1998, between the
         company and Equipmart, Inc.(11)

10.9     Exclusive Distribution Agreement dated March 7, 1998, between the
         company and FunNets, Inc.(11)
</TABLE>

                                      -10-
<PAGE>   13

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

<TABLE>
<S>      <C>
10.10    Exclusive Distribution Agreement dated March 21, 1998, between the
         company and Pro Gym Equipment, Inc.(11)

10.11    Stock Acquisition Agreement dated April 14, 1998, between the company
         and Product Merchandising, Inc.(11)

10.12    Agreement and Plan of Merger dated May 31, 1998, between the company
         and Vantage Products International, Inc.(11)

10.13    1998 Collegiate Pacific Inc. Stock Option Plan.(3)

10.14    Credit Agreement, dated as of June 30, 1999, between Chase Bank of
         Texas, National Association, and the company for a $2,000,000 line of
         credit, and related documents.(12)

10.15    Promissory Note dated March 31, 1999 from the company to Michael J.
         Blumenfeld in the principal amount of $1,082,648.75.(12)

10.16    Warrant Agreement dated as of May 26, 2000, between the company and
         Continental Stock Transfer & Trust Company, as Warrant Agent, with the
         form of Common Stock purchase warrant attached.(5)

10.17    Stock Purchase Agreement dated September 7, 2000, by and between the
         company and Michael J. Blumenfeld.(13)

10.18    Waiver and Second Amendment to Credit Agreement dated as of September
         7, 2000, by and between Chase Bank of Texas, National Association and
         the company.(14)

10.19    Assumed Notes Payable dated September 6, 2000 executed by the company
         payable to Michael Blumenfeld and Abe Blumenfeld in the stated
         aggregate principal amount of $581,000.(14)

10.20    Fourth Amendment to Credit Agreement dated as of January 16, 2001, by
         and between The Chase Manhattan Bank and the company.(15)

10.21    First Amendment to Stock Option Plan.(16)
</TABLE>

----------

(1)  Previously filed as an exhibit to the company's Definitive Proxy Statement
     for its Annual Meeting held on June 16, 1997.

(2)  Previously filed as an exhibit to the company's Form 8-K/A filed on
     September 11, 1997.

(3)  Previously filed as an exhibit to the company's Definitive Proxy Statement
     for its Annual Meeting held on December 11, 1998.

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


(5)  Previously filed as an exhibit to the company's Registration Statement on
     Form SB-2 (No. 333-34294) dated April 7, 2000, as amended.

(6)  Previously filed as an exhibit to the company's Form 8-A dated June 28,
     1993.

(7)  Previously filed as an exhibit to the company's Current Report on Form 8-K
     filed on July 12, 1993.

                                      -11-
<PAGE>   14

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

(8)  Previously filed as an exhibit to the company's Registration Statement on
     Form S-1, File No. 33-19770-NY.

(9)  Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1994.

(10) Previously filed as an exhibit to a Post-Effective Amendment to the
     company's Registration Statement on Form S-1, File No. 33-19770-NY.

(11) Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1998.

(12) Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1999.

(13) Previously filed as an exhibit to the company's Report on Form 8-K filed on
     September 21, 2000.

(14) Previously filed as an exhibit to the company's Quarterly Report on Form
     10-QSB for the fiscal quarter ended September 30, 2000.

(15) Previously filed as an exhibit to the company's Quarterly Report on Form
     10-QSB for the fiscal quarter ended December 31, 2000.

(16) Previously filed as an exhibit to the company's Registration Statement on
     Form SB-2 (No. 333-34294) dated April 30, 2001.

B.   Reports on Form 8-K.

     None.

                                      -12-
<PAGE>   15

                    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: May 15, 2001
                                    /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>   16

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION
-------  -----------

<S>      <C>
2.1      Purchase and Sale Agreement dated March 14, 1997 for the sale of the
         majority of the company's assets and business to Casco Standards,
         Inc.(1)

2.2      Stock Purchase Agreement dated August 18, 1997 with Michael J.
         Blumenfeld.(2)

2.3      Agreement and Plan of Merger dated July 20, 1999 for the
         reincorporation of the company in Delaware.(3)

3.1      Articles of Incorporation of the company filed on December 15, 1998.(4)

3.2      Certificate of Merger of the company filed on July 20, 1999.(4)

3.3      By-Laws of the company.(4)

3.4      Certificate of Amendment to Certificate of Incorporation of the company
         filed on January 18, 2000.(5)

4.1      Specimen Certificate of Common Stock, $0.01, par value, of the
         company.(4)

4.2      Specimen Common Stock Purchase Warrant.(5)

10.1     Warrant Agency Agreement dated as of June 4, 1993 between the company
         and Continental Stock Transfer & Trust Company, as Warrant Agent.(6)

10.2     Form of Underwriter's Unit Purchase Warrant of the company.(7)

10.3     Form of Underwriter's Warrant of the company.(7)

10.4     1988 Stock Option Plan of the company.(8)

10.5     1994 Stock Option Plan of the company.(9)

10.6     Employee Restricted Stock Plan of the company.(10)

10.7     Lease dated July 1, 1997 between the company, as tenant, and
         Post-Valwood, Inc., as landlord.(11)

10.8     Exclusive Distribution Agreement dated February 24, 1998, between the
         company and Equipmart, Inc.(11)

10.9     Exclusive Distribution Agreement dated March 7, 1998, between the
         company and FunNets, Inc.(11)

10.10    Exclusive Distribution Agreement dated March 21, 1998, between the
         company and Pro Gym Equipment, Inc.(11)
</TABLE>


<PAGE>   17

<TABLE>
<S>      <C>
10.11    Stock Acquisition Agreement dated April 14, 1998, between the company
         and Product Merchandising, Inc.(11)

10.12    Agreement and Plan of Merger dated May 31, 1998, between the company
         and Vantage Products International, Inc.(11)

10.13    1998 Collegiate Pacific Inc. Stock Option Plan.(3)

10.14    Credit Agreement, dated as of June 30, 1999, between Chase Bank of
         Texas, National Association, and the company for a $2,000,000 line of
         credit, and related documents.(12)

10.15    Promissory Note dated March 31, 1999 from the company to Michael J.
         Blumenfeld in the principal amount of $1,082,648.75.(12)

10.16    Warrant Agreement dated as of May 26, 2000, between the company and
         Continental Stock Transfer & Trust Company, as Warrant Agent, with the
         form of Common Stock purchase warrant attached.(5)

10.17    Stock Purchase Agreement dated September 7, 2000, by and between the
         company and Michael J. Blumenfeld.(13)

10.18    Waiver and Second Amendment to Credit Agreement dated as of September
         7, 2000, by and between Chase Bank of Texas, National Association and
         the company.(14)

10.19    Assumed Notes Payable dated September 6, 2000 executed by the company
         payable to Michael Blumenfeld and Abe Blumenfeld in the stated
         aggregate principal amount of $581,000.(14)

10.20    Fourth Amendment to Credit Agreement dated as of January 16, 2001, by
         and between The Chase Manhattan Bank and the company.(15)

10.21    First Amendment to Stock Option Plan.(16)
</TABLE>

----------

(1)  Previously filed as an exhibit to the company's Definitive Proxy Statement
     for its Annual Meeting held on June 16, 1997.

(2)  Previously filed as an exhibit to the company's Form 8-K/A filed on
     September 11, 1997.

(3)  Previously filed as an exhibit to the company's Definitive Proxy Statement
     for its Annual Meeting held on December 11, 1998.

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

(5)  Previously filed as an exhibit to the company's Registration Statement on
     Form SB-2 (No. 333-34294) dated April 7, 2000, as amended.

(6)  Previously filed as an exhibit to the company's Form 8-A dated June 28,
     1993.

(7)  Previously filed as an exhibit to the company's Current Report on Form 8-K
     filed on July 12, 1993.

(8)  Previously filed as an exhibit to the company's Registration Statement on
     Form S-1, File No. 33-19770-NY.


<PAGE>   18

(9)  Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1994.

(10) Previously filed as an exhibit to a Post-Effective Amendment to the
     company's Registration Statement on Form S-1, File No. 33-19770-NY.

(11) Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1998.

(12) Previously filed as an exhibit to the company's Annual Report on Form
     10-KSB for the fiscal year ended June 30, 1999.

(13) Previously filed as an exhibit to the company's Report on Form 8-K filed on
     September 21, 2000.

(14) Previously filed as an exhibit to the company's Quarterly Report on Form
     10-QSB for the fiscal quarter ended September 30, 2000.

(15) Previously filed as an exhibit to the company's Quarterly Report on Form
     10-QSB for the fiscal quarter ended December 31, 2000.

(16) Previously filed as an exhibit to the company's Registration Statement on
     Form SB-2 (No. 333-34294)dated April 30, 2001.