<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 MARCH 31, 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)

            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 May 7, 2002, there were 4,295,659 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 March 31, 2002
         and June 30, 2001.............................................................      1

         Condensed Consolidated Statements of Operations for the
         three and nine months ended March 31, 2001 and 2002...........................      3

         Condensed Consolidated Statements of Cash Flows for
         the nine months ended March 31, 2001 and 2002.................................      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 2.    Changes in Securities and Use of Proceeds..........................     12

         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>
                                                                  March 31,        June 30,
                                                                    2002             2001
                                                                ------------     ------------
                             ASSETS                              (Unaudited)
<S>                                                             <C>              <C>

Current assets:
  Cash and cash equivalents                                     $    452,315     $    349,508
  Accounts receivable, net of the allowance for doubtful
    accounts of $86,163 and $87,187, respectively                  1,915,119        1,797,079
  Inventories                                                      3,239,382        2,787,169
  Prepaid expenses and other assets                                  393,711          146,328
                                                                ------------     ------------
    Total current assets                                           6,000,527        5,080,084

  Property, plant and equipment                                      922,021          819,452
  Less accumulated depreciation                                     (396,066)        (295,980)
                                                                ------------     ------------
                                                                     525,955          523,472

Other assets:
  License agreements, net of accumulated amortization                163,993          100,106
    of $71,437 and $44,296, respectively                             544,375          544,375
  Cost in excess of net tangible assets acquired                     266,428          283,319
                                                                ------------     ------------
  Other assets, net                                             $  7,501,278     $  6,531,356
                                                                ============     ============
</Table>

     See accompanying notes to condensed consolidated financial statements.


<PAGE>

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


LIABILITIES AND STOCKHOLDERS' EQUITY

<Table>
<Caption>
                                                                      March 31,        June 30,
                                                                        2002            2001
                                                                    ------------     ------------
                                                                    (Unaudited)
<S>                                                                 <C>              <C>

Current liabilities:
     Accounts payable                                               $  1,012,914     $    942,129
     Accrued expenses                                                    127,571          124,190
     Current portion, note payable to stockholders                            --          290,973
     Current portion, note payable                                            --          420,000
     Other current liabilities                                             6,014           16,144
                                                                    ------------     ------------
       Total current liabilities                                       1,146,499        1,793,436

     Note payable, net of current portion                              1,250,000               --
     Note payable to stockholders, net of current portion                391,250          365,027
                                                                    ------------     ------------

         Total  liabilities                                            2,787,749        2,158,463

Stockholders' equity:
     Common stock, $.01 par value, 50,000,000
       shares authorized, 4,289,659 and 4,264,773 shares                  42,897           42,648
       issued, respectively
     Additional paid-in capital                                        6,578,066        6,452,278
     Accumulated deficit                                              (1,426,433)      (1,750,568)
     Treasury shares at cost, 56,526 and 36,226 shares,
         respectively                                                   (481,001)        (366,470)
                                                                    ------------     ------------
                                                                       4,713,529        4,377,888

     Less notes receivable from stockholders                                  --           (4,995)
                                                                    ------------     ------------
        Total stockholders' equity                                     4,713,529        4,372,893
                                                                    ------------     ------------
                                                                    $  7,501,278     $  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                    Nine Months Ended
                                                               March 31,                             March 31,
                                                   ---------------------------------     ---------------------------------
                                                        2002                2001              2002                2001
                                                   --------------     --------------     --------------     --------------
<S>                                                <C>                <C>                <C>                <C>
Revenues                                           $    4,957,946     $    3,809,903     $   11,621,015     $    8,668,096
Cost of sales                                           3,041,491          2,352,118          7,279,216          5,641,917
                                                   --------------     --------------     --------------     --------------
     Gross margin                                       1,916,455          1,457,785          4,341,799          3,026,179

Selling, general and administrative
   expenses                                             1,449,136          1,235,146          3,899,911          3,172,064
                                                   --------------     --------------     --------------     --------------
     Operating profit (loss)                              467,319            222,639            441,888           (145,885)

Other income (expense)
     Interest expense                                     (38,573)           (56,228)          (122,526)          (113,869)
     Other income                                               5              1,490              4,773              3,246
                                                   --------------     --------------     --------------     --------------
Net income (loss)                                  $      428,751     $      167,901     $      324,135     $     (256,508)
                                                   ==============     ==============     ==============     ==============

Net income (loss) per share - basic                $         0.10     $         0.04     $         0.08     $        (0.06)
                                                   ==============     ==============     ==============     ==============
Net income (loss) per share - diluted              $         0.09     $         0.04     $         0.07     $        (0.06)
                                                   ==============     ==============     ==============     ==============

Shares used in computing net
income and loss per share:
Basic                                                   4,215,814          4,225,186          4,220,325          4,213,900
Diluted                                                 4,917,048          4,227,137          4,573,785          4,213,900
</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>
                                                                      Nine months ended
                                                                          March 31,
                                                                -----------------------------
                                                                    2002             2001
                                                                ------------     ------------
<S>                                                             <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                          $    324,135     $   (256,508)
     Adjustments to reconcile net income (loss) to net
     cash used in operating activities:
     Depreciation                                                    137,640           73,933
     Amortization                                                     44,031           98,091
     Bad debt expense                                                 57,264           73,251
     Changes in operating assets and liabilities                    (810,864)      (1,529,045)
                                                                ------------     ------------
Net cash used in operating activities                               (247,794)      (1,540,278)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                            (140,123)        (150,625)
     Cash received on notes receivable from stockholders               4,995            9,849
                                                                ------------     ------------

Net cash used in investing activities                               (135,128)        (140,776)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings                                        830,000        1,070,000
     Proceeds (repayments) on notes payable to stockholder          (264,750)          75,000
     Proceeds from issuance of common stock                           35,010               --
     Cash paid for treasury shares                                  (114,531)        (111,027)
                                                                ------------     ------------

Net cash provided by financing activities                            485,729        1,033,973
                                                                ------------     ------------

Net increase (decrease) in cash and cash equivalents                 102,807         (647,081)

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

Cash and cash equivalents at end of period                      $    452,315     $    133,465
                                                                ============     ============

Non-cash investing activities:
Common stock issued for purchase of fixed assets                $         --     $     96,998
                                                                ============     ============
Warrants cancelled in conjunction with
   amendment to distribution agreement                          $         --     $    105,971
                                                                ============     ============
Common stock issued for purchase of license                     $     91,027     $         --
                                                                ============     ============

Supplemental disclosure of cash flow information:
Cash paid during the period for interest                        $    143,709     $     95,314
                                                                ============     ============
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 nine months ended
                                                   March 31,                       March 31,
                                              2002            2001            2002            2001
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Reported net income (loss):               $    428,751    $    167,901    $    324,135    $   (256,508)
  Add back:  Goodwill amortization                  --          11,108              --          32,946
                                          ------------    ------------    ------------    ------------
  Adjusted net income (loss)              $    428,751    $    179,009    $    324,135    $   (223,562)
                                          ============    ============    ============    ============

Basic earnings per share:
  Reported net income (loss)              $       0.10    $       0.04    $       0.08    $      (0.06)
  Add back:  Goodwill amortization                  --              --              --            0.01
                                          ------------    ------------    ------------    ------------
  Adjusted net income (loss)              $       0.10    $       0.04    $       0.08    $      (0.05)
                                          ============    ============    ============    ============

Diluted earnings per share:
  Reported net income (loss)              $       0.09    $       0.04    $       0.07    $      (0.06)
  Add back:  Goodwill amortization                  --              --              --            0.01
                                          ------------    ------------    ------------    ------------
  Adjusted net income (loss)              $       0.09    $       0.04    $       0.07    $      (0.05)
                                          ============    ============    ============    ============
</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 on
         July 1, 2002. 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>
                                March 31,       June 30,
                                  2002            2001
                              ------------    ------------
<S>                           <C>             <C>
         Raw materials        $    264,612    $    205,734
         Work in progress           50,250          28,139
         Finished goods          2,924,520       2,553,296
                              ------------    ------------
                              $  3,239,382    $  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.       NET INCOME (LOSS) PER SHARE

         Summarized basic and diluted additional net income (loss) per common
         share for the three and nine months ended March 31, 2002 and 2001 are
         as follows:

<Table>
<Caption>
                                            For the three months ended       For the nine months ended
                                          -----------------------------    -----------------------------
                                                    March 31                        March 31
                                          -----------------------------    -----------------------------
                                              2002             2001            2002             2001
                                          ------------     ------------    ------------     ------------
<S>                                       <C>              <C>             <C>              <C>
   Net income (loss)                      $    428,751     $    167,901    $    324,135     $   (256,508)

   Weighted average common
    shares - basic                           4,215,814        4,225,186       4,220,325        4,213,900

   Effect of dilutive shares                   701,234            1,951         353,460               --

   Weighted average common
    shares - diluted                         4,917,048        4,227,137       4,573,785        4,213,900

   Net income (loss) - basic              $       0.10     $       0.04    $       0.08     $      (0.06)
   Per share effect of dilutive
    shares                                       (0.01)              --           (0.01)              --
                                          ------------     ------------    ------------     ------------
   Net income (loss) - diluted            $       0.09     $       0.04    $       0.07     $      (0.06)
                                          ============     ============    ============     ============

   Shares  excluded from computation
   because their
   effect was anti-dilutive                    236,500        4,490,156       3,164,805        4,492,107
</Table>


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
are 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 dating back to 1972, and has 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 MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001
AND NINE MONTHS ENDED MARCH 31, 2002 COMPARED TO NINE MONTHS ENDED MARCH 31,
2001

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
Thanksgiving and Christmas 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 March 31, 2002, increased by approximately
$1.1 million, or 30.1%, compared to the same period in 2001. Revenues for the
nine months ended March 31, 2002, increased by approximately $3.0 million, or
34.1%, compared to the same period in 2001. 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.

GROSS MARGIN

Gross margin for the three months ended March 31, 2002, increased by
approximately $459 thousand, or 31.5%, compared to the same period in 2001. As a
percentage of sales, gross margin for the three months ended March 31, 2002,
increased to 38.7%, compared to 38.3% for the same period in fiscal 2001. Gross
margin for the nine months ended March 31, 2002 increased by


                                       8

<PAGE>

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


approximately $1.3 million, or 43.5%, compared to the same period in 2001. As a
percentage of sales, gross margin for the nine months ended March 31, 2002,
increased to 37.4%, compared to 34.9% for the same period in 2001.

The increase in gross margin for the three and nine months ended March 31 2002,
was the result of increased sales, better absorption of manufacturing costs, and
an increase in the sales volume of manufactured products, which historically
have a higher margin than other Company products.

OPERATING EXPENSES

Selling, general and administrative (SG&A) expenses for the three months ended
March 31, 2002, increased by approximately $214 thousand, or 17.3%, compared to
the same period in 2001. As a percentage of sales, SG&A expenses for the three
months ended March 31, 2002, decreased to 29.2% from 32.4% for the same period
in 2001. SG&A expenses for the nine months ended March 31, 2002 increased by
approximately $728 thousand, or 22.9%, compared to the same period in 2001. As a
percentage of sales, SG&A expenses for the nine months ended March 31, 2002,
decreased to 33.6% from 36.6% for the same period in fiscal 2001. The increase
in SG&A 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 $452 thousand at March 31, 2002,
compared to approximately $350 thousand at June 30, 2001. Cash used in
operations of approximately $248 thousand during the nine months ended March 31,
2002, resulted primarily from increases in inventory of approximately $452
thousand, an increase in accounts receivable of approximately $175 thousand, and
an increase in prepaid expenses of approximately $247 thousand, which was
partially offset by an increase in accounts payable of approximately $70
thousand. For the comparable period in fiscal 2001, the cash used in operations
was approximately $1.5 million and resulted primarily from losses incurred
during the period, increases in inventory of approximately $429 thousand, an
increase in accounts receivable of approximately $380 thousand, an increase in
prepaid expenses of approximately $436 thousand, and a decrease in accrued
expenses of approximately $255 thousand, partially offset by an increase in
accounts payable of approximately $47 thousand. The reduction in cash used in
operations for the nine months ended March 31, 2002, was due principally to the
improvement in the Company's net operating results.

The Company used approximately $135 thousand in cash in investing activities in
the nine month period ended March 31, 2002. The primary use of cash in investing
activities was the purchase of property and equipment of approximately $140
thousand, partially offset by the repayment of a note receivable to the Company
by a stockholder.


                                       9

<PAGE>

                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


The Company generated approximately $486 thousand from financing activities for
the nine months ended March 31, 2002. The cash generated from financing
activities was from borrowings under the Company's revolving line of credit of
$830 thousand, partially offset by the purchase of treasury shares of
approximately $115 thousand and repayments on the note payable to stockholder of
approximately $265 thousand.

Current assets totaled approximately $6.0 million at March 31, 2002, providing
the Company with working capital of approximately $4.9 million and a current
ratio of 5:1.

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 May 7, 2002, there
was $550,000 outstanding under the Line of Credit and $1,800,000 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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

         On March 16, 2001, the Company extended its exclusive license agreement
with Edwards Sports Products Limited through February 7, 2011, and, in
connection therewith, issued 15,866 shares of its Common Stock to Edwards Sports
Products Limited as part of the renewal fee.

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>
3.1           Articles of Incorporation(1)

3.2           Bylaws(1)

21            Subsidiaries(2)
</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 Annual Report in Form
         10-KSB for the fiscal year ended June 30, 2001.

B.       Reports on Form 8-K.

         None.


                                       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: May 10, 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