<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, 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 February 12, 2003, there were 4,300,669 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, 2002
         and June 30, 2002..............................................       1

         Condensed Consolidated Statements of Operations for the
         three and six months ended December 31, 2002 and 2001..........       2

         Condensed Consolidated Statements of Cash Flows for
         the six months ended December 31, 2002 and 2001................       3

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

         Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations............................       7

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


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>
                                                                  December 31,          June 30,
                                                                      2002                2002
                                                                  ------------        ------------
                                                                   (Unaudited)
<S>                                                               <C>                 <C>
                           ASSETS
Current assets:
     Cash and cash equivalents                                    $    147,722        $    267,362
     Accounts receivable, net of allowance for doubtful
       accounts of $65,059 and $96,181 at December 31,
       2002 and June 30, 2002, respectively                          1,266,384           1,990,997
     Inventories                                                     3,810,141           2,984,803
     Prepaid expenses and other assets                                 785,788             149,442
                                                                  ------------        ------------
       Total current assets                                          6,010,035           5,392,604

Property, plant and equipment, net of accumulated
       depreciation of $534,049 and $445,635 at December
       31, 2002 and June 30, 2002, respectively                        554,956             502,275
Other assets:
       License agreements, net of accumulated amortization
          of $105,404 and $82,759 at December 31, 2002 and
          June 30, 2002, respectively                                  130,025             152,670
        Goodwill                                                       544,375             544,375
        Other assets, net                                              249,734             260,798
                                                                  ------------        ------------
                                                                  $  7,489,125        $  6,852,722
                                                                  ============        ============
         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                             $  1,199,635        $  1,154,398
     Accrued expenses                                                   58,595             128,648
     Dividends payable                                                  85,637                  --
     Other current liabilities                                           7,389               7,553
                                                                  ------------        ------------
       Total current liabilities                                     1,351,256           1,290,599

Revolving line of credit                                             1,150,000                  --
Note payable to stockholder                                                 --             353,063
                                                                  ------------        ------------

       Total liabilities                                             2,501,256           1,643,662

Stockholders' equity:
     Common stock, $.01 par value; authorized 50,000,000
        shares; issued 4,300,669 and 4,300,659 shares,
        respectively                                                    43,007              43,007
     Additional paid-in capital                                      6,436,322           6,607,546
     Accumulated deficit                                              (896,971)           (945,080)
     Treasury shares at cost: 76,726 and 59,526 at December
        31, 2002 and June 30, 2002, respectively                      (594,489)           (496,413)
                                                                  ------------        ------------

        Total stockholders' equity                                   4,987,869           5,209,060
                                                                  ------------        ------------
                                                                  $  7,489,125        $  6,852,722
                                                                  ============        ============
</Table>

     See accompanying notes to condensed consolidated financial statements.





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


<Table>
<Caption>
                                                  Three Months Ended                        Six Months Ended
                                                      December 31,                             December 31,
                                                2002                2001                2002                2001
                                            ------------        ------------        ------------        ------------
<S>                                         <C>                 <C>                 <C>                 <C>
Net sales                                   $  3,508,767        $  2,848,447        $  8,274,958        $  6,663,069
Cost of sales                                  2,217,659           1,832,834           5,227,673           4,237,725
                                            ------------        ------------        ------------        ------------
  Gross profit                                 1,291,108           1,015,613           3,047,285           2,425,344

Selling, general and administrative
 expenses                                      1,505,791           1,225,256           2,966,429           2,450,775
                                            ------------        ------------        ------------        ------------
  Operating profit (loss)                       (214,683)           (209,643)             80,856             (25,431)

Other income (expense)

  Interest expense                               (19,288)            (43,202)            (35,843)            (83,953)
  Other income (expense)                           2,910                (260)              3,096               4,768
                                            ------------        ------------        ------------        ------------

Net income (loss)                           $   (231,061)       $   (253,105)       $     48,109        $   (104,616)
                                            ============        ------------        ------------        ------------

Net income (loss) per share - basic         $      (0.05)       $      (0.06)       $       0.01        $      (0.02)
                                            ============        ============        ============        ============
Net income (loss) per share - diluted       $      (0.05)       $      (0.06)       $       0.01        $      (0.02)
                                            ============        ============        ============        ============

Weighted average shares outstanding:
  Basic                                        4,224,186           4,216,615           4,227,696           4,222,581
                                            ------------        ------------        ------------        ------------
  Diluted                                      4,224,186           4,216,615           4,927,029           4,222,581
                                            ------------        ------------        ------------        ------------
</Table>


     See accompanying notes to condensed consolidated financial statements.





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

<Table>
<Caption>
                                                                         Six months ended
                                                                           December 31,
                                                                  --------------------------------
                                                                      2002                2001
                                                                  ------------        ------------
<S>                                                               <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                            $     48,109        $   (104,616)
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
     Depreciation, amortization and bad debt expense                   150,945             151,765
     Net changes in operating assets and liabilities                  (790,872)           (548,091)
                                                                  ------------        ------------

Net cash used in operating activities                                 (591,818)           (500,942)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                              (141,096)            (93,940)
     Cash received on notes receivable from stockholders                    --               4,995
                                                                  ------------        ------------

Net cash used in investing activities                                 (141,096)            (88,945)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash paid for treasury shares                                     (98,076)           (107,360)
     Repayment on note payable to stockholder                         (353,063)                 --
     Payment of cash dividends on common stock                         (85,637)                 --
     Proceeds from issuance of common stock                                 50                  --
     Proceeds from line of credit                                    1,150,000             650,000
                                                                  ------------        ------------

Net cash provided by financing activities                              613,274             542,640
                                                                  ------------        ------------

Net decrease in cash and cash equivalents                             (119,640)            (47,247)

Cash and cash equivalents at beginning of period                       267,362             349,508
                                                                  ------------        ------------

Cash and cash equivalents at end of period                        $    147,722        $    302,261
                                                                  ============        ============

Supplemental disclosure of cash flow information
Cash paid during the period for interest                          $     35,843        $     99,326
                                                                  ============        ============
Cash paid during the period for income taxes                      $         --        $         --
                                                                  ============        ============
</Table>


     See accompanying notes to condensed consolidated financial statements.




                                      -3-
<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 have been prepared in
         accordance with accounting principles generally accepted in the United
         States of America ("US GAAP") for interim financial reporting.
         Accordingly, they do not include all of the information and footnotes
         required by US GAAP for complete financial statements and should be
         read in conjunction with the company's annual report on Form 10-KSB for
         the fiscal year ended June 30, 2002. All significant intercompany
         transactions and balances have been eliminated in consolidation. In the
         opinion of management, all adjustments (consisting only of normal
         recurring adjustments) considered necessary for a fair presentation of
         the interim financial information have been included.

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






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



2.     INVENTORIES

       Inventories consist of the following:

<Table>
<Caption>
                       December 31,         June 30,
                           2002               2002
                       ------------       ------------
<S>                    <C>                <C>
Raw materials          $    280,434       $    232,064
Work in progress             85,409             42,587
Finished goods            3,444,298          2,710,152
                       ------------       ------------
                       $  3,810,141       $  2,984,803
                       ============       ============
</Table>




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


3.       INCOME PER SHARE

         Summarized basic and diluted income (loss) per share are as follows:


<Table>
<Caption>
                                                For the three months ended                For the six months ended
                                                        December 31,                            December 31,
                                                  2002                2001                2002               2001
                                              ------------        ------------        ------------       ------------
<S>                                           <C>                 <C>                 <C>                <C>
Net income (loss)                                 (231,061)           (253,105)             48,109           (104,616)
                                              ============        ============        ============       ============

Weighted average
  common shares - basic                          4,224,186           4,216,615           4,227,696          4,222,581

Effect of dilutive securities
  (options and warrants)                                --                  --             699,333                 --
                                              ------------        ------------        ------------       ------------

Weighted average
  common shares - diluted                        4,224,186           4,216,615           4,927,029          4,222,581
                                              ============        ============        ============       ============

Net income (loss) per share - basic           $      (0.05)       $      (0.06)       $       0.01       $      (0.02)

Per share effect of dilutive securities
  (options and warrants)                                --                  --                  --                 --
                                              ------------        ------------        ------------       ------------

Net income (loss) - diluted                   $      (0.05)       $      (0.06)       $       0.01       $      (0.02)
                                              ------------        ------------        ------------       ------------

Options and warrants excluded from
  computation because their effect
  was antidilutive                               4,905,307           4,770,807             236,500          4,770,807
                                              ============        ============        ============       ============
</Table>





                                      -6-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


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

BACKGROUND

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

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

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

THREE MONTHS ENDED DECEMBER 31, 2002 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2001 AND SIX MONTHS ENDED DECEMBER 31, 2002 COMPARED TO SIX MONTHS ENDED
DECEMBER 31, 2001

NET SALES

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

Net sales for the three months ended December 31, 2002, increased by
approximately $660 thousand, or approximately 23%, compared to the same period
in 2001. Net sales for the six months ended December 31, 2002, increased by
approximately $1.6 million, or 24%, compared to the same period in 2001. We
attribute the growth in net sales to our aggressive marketing activities, the
expansion of our product offerings, and the overall growth of our customer base.
As a result of the company's expanded operations and marketing activities, we
believe future revenues will continue to exhibit growth from current levels.
Management believes the seasonality in the company's revenues will continue to
be a factor in future periods, but may not be to the same extent if the
company's revenues continue to rise at current rates.

GROSS PROFIT

Gross profit for the three months ended December 31, 2002, increased by
approximately $275 thousand, or 27%, compared to the same period in 2001. As a
percentage of sales, gross profit for the three months ended December 31, 2002,
increased to approximately 37%, compared to 36% for the same period in 2001.
Gross profit for the six months ended December 31, 2002, increased by
approximately $622 thousand, or 26%, compared to the same period in 2001. As a
percentage






                                      -7-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


of sales, gross profit for the six months ended December 31, 2002 and 2001, was
37% and 36%, respectively.

The increase in gross profit for the three and six months ended December 31,
2002 over the same periods in 2001 was primarily the result of our increased
sales volume and a slight increase in the sale of our manufactured goods, which
historically have higher margins.

OPERATING EXPENSES

Selling, general and administrative ("SG&A") expenses for the three months ended
December 31, 2002, increased by approximately $281 thousand, or 23%, compared to
the same period in 2001. As a percentage of sales, SG&A expenses for the three
months ended December 31, 2002 and 2001, was 43%. SG&A expenses for the six
months ended December 31, 2002, increased by approximately $516 thousand, or
21%, compared to the same period in 2001. As a percentage of sales, SG&A
expenses for the six months ended December 31, 2002, decreased to 36% from 37%
for the same period in fiscal 2002. The increase in SG&A expenses was primarily
due to an increase in personnel related costs incurred in connection with hiring
additional personnel in the fulfillment and sales force to manage the increase
in sales volume. Also contributing to the increase in SG&A expenses were the
additional legal and professional fees incurred in connection with identifying
and performing due diligence on potential acquisition candidates, as well as
additional investor relation fees.

OPERATING PROFIT (LOSS)

Operating losses increased by approximately $5 thousand for the three months
ended December 31, 2002, compared to the same period in fiscal 2002. As a
percentage of sales, operating losses decreased to approximately 6% for the
three months ended December 31, 2002, compared to 7% for the same period during
fiscal 2002. Operating profit increased by approximately $106 for the six months
ended December 31, 2002, compared to the same period in fiscal 2002. As a
percentage of sales, operating profit increased to approximately 1% for the six
months ended December 31, 2002, compared to a 0.4% loss for the same period
during fiscal 2002. The increase was attributable to an increase in sales, an
increase in gross profit, and a decrease in SG&A expenses as a percentage of
sales during the same period in fiscal 2002.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled approximately $148 thousand at December 31,
2002, compared to approximately $267 thousand at June 30, 2002. Cash used in
operations was approximately $592 thousand during the six months ended December
31, 2002, primarily due to an increase in inventories of approximately $825
thousand and prepaid expenses of approximately $636 thousand, which was
partially offset by operating profit in the period and a decrease in accounts
receivable of approximately $696 thousand. For the same period in fiscal 2002,
cash used in operations of approximately $501 thousand was the result of an
increase in inventory of approximately $922 thousand and prepaid expenses of
approximately $61 thousand, and a decrease in accounts payable of approximately
$280 thousand, partially offset by a decrease in accounts receivable of
approximately $736 thousand.

The company used approximately $141 thousand in cash in investing activities in
the six month period ended December 31, 2002, compared to approximately $94
thousand for the same period in fiscal 2002. The increase was due to the
increase in capital expenditures compared to the prior year.




                                      -8-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


The company generated approximately $613 thousand from financing activities for
the six months ended December 31, 2002. The cash generated from financing
activities was from borrowings under the company's revolving line of credit of
$1.2 million, partially offset by the purchase of treasury shares of
approximately $98 thousand, cash dividends to the holders of common stock of
approximately $86 thousand and repayments on the note payable to stockholder of
approximately $353 thousand. For the same period in fiscal 2002, the company
generated approximately $543 from financing activities primarily from borrowings
under the company's revolving line of credit of $650 thousand, partially offset
by the purchase of treasury shares of approximately $107 thousand.

Current assets totaled approximately $6 million at December 31, 2002, providing
the company with working capital of approximately $4.6 million.

The company's principal external source of liquidity is its $5,000,000 revolving
line of credit with Bank of America, N.A. (the "Revolving Line of Credit"). At
the company's option, borrowings under the Revolving Line of Credit bear
interest at the prevailing prime rate, which was 4.25% as of December 31, 2002,
plus 1/2% or LIBOR plus 3%. The Revolving Line of Credit matures on July 15,
2004 and is secured by all of the company's assets. As of December 31, 2002,
$1.2 million was outstanding under the Revolving Line of Credit, thereby leaving
the company with approximately $1.3 million of availability under the borrowing
base formula. The Revolving Line of Credit contains customary covenants and the
company must maintain certain financial ratios pertaining to its net worth and
ratio of debt to net worth. The company is currently in compliance with all
financial covenants and management does not believe that the financial covenants
set forth in its Revolving Line of Credit will have an adverse impact on its
operations or future plans.

We believe the company will satisfy its short term and long-term liquidity needs
from borrowings under the Revolving Line of Credit and cash flows from
operations. We may experience periods of higher borrowing under the Revolving
Line of Credit due to the seasonal nature of the company's business cycle. We
are actively seeking expansion through acquisitions and/or joint ventures, and
the success of such efforts may require additional bank debt, equity financing,
or private financing.


CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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

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




                                      -9-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES



effective and efficient management of the company's inventory levels and
processing of sales orders; the quality of the company's plans and strategies;
and the company's ability to execute such plans and strategies.

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




                                      -10-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


ITEM 3. CONTROLS AND PROCEDURES.

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






                                      -11-
<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES



PART II. OTHER INFORMATION

ITEM 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 13, 2002, the Company's stockholders elected
Michael J. Blumenfeld, Adam Blumenfeld, Arthur J. Coerver, Harvey Rothenberg,
Jeff Davidowitz, William H. 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, 2003.

Each of the foregoing proposals was approved at the Company's annual meeting of
stockholders on December 12, 2002. 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               3,048,951                      67,094
Adam Blumenfeld                     3,048,651                      67,394
Arthur J. Coerver                   3,049,051                      66,994
Harvey Rothenberg                   3,049,051                      66,994
Jeff Davidowitz                     3,114,714                       1,331
William H. Watkins                  3,115,014                       1,031
Robert W. Hampton                   3,115,014                       1,031
</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                            3,114,538
          Votes Against                              520
          Abstention                                   0
</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)

21       Subsidiaries(2)

----------

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

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



B.       Reports on Form 8-K.

         On November 14, 2002, the company filed a Report on Form 8-K reporting,
         under Item 9 of Form 8-K, the certifications of the company's Chief
         Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
         1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.



                                      -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 13, 2003            /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


                                 CERTIFICATIONS


         I, Michael J. Blumenfeld, certify that:

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

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

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

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

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

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

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

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

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

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



Date: February 13, 2003                   /s/  MICHAEL J. BLUMENFELD
                                          -------------------------------------
                                          Michael J. Blumenfeld
                                          Chairman, Chief Executive Officer and
                                          President




<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


         I, William R. Estill certify that:

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

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

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

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

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

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

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

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

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

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



Date: February 13, 2003                       /s/  WILLIAM R. ESTILL
                                              ---------------------------------
                                              William R. Estill
                                              Chief Financial Officer


<PAGE>
                    COLLEGIATE PACIFIC INC. AND SUBSIDIARIES


                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER         EXHIBIT
-------        -------
<S>            <C>
3.1            Articles of Incorporation(1)

3.2            Bylaws(1)

21             Subsidiaries(2)
</Table>

----------

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

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