COLLEGIATE PACIFIC INC, SB-2, 1998-09-28

COLLEGIATE PACIFIC INC
SB-2, 1998-09-28
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1998.
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------

FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

-------------------

COLLEGIATE PACIFIC INC.
(Name of small business issuer in its charter)

PENNSYLVANIA 5091 22-2795073
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Identification No.)
incorporation Code Number)
or organization)

13950 SENLAC, SUITE 200 MICHAEL J. BLUMENFELD
FARMERS BRANCH, TEXAS 75235 PRESIDENT AND CHIEF EXECUTIVE OFFICER
(972) 243-8100 13950 SENLAC, SUITE 200
(Address and telephone FARMERS BRANCH, TEXAS 75235
number of principal executive (972) 243-8100
offices and principal place of (Name, address and telephone number
business) of agent for service)

-------------------

COPIES TO:
Alan J. Bogdanow
Hughes & Luce, L.L.P.
1717 Main Street, Suite 2800
Dallas, Texas 75201
(214) 939-5500

-------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER
OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING.
[ ]

IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES
ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION
STATEMENT FOR THE SAME OFFERING. [ ]

IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE
434, PLEASE CHECK THE FOLLOWING BOX. [ ]

-------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,537,500 $2.25(2) $5,709,375(2) $1,685
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for calculating the registration fee.
(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933,
which is based on the average of the bid and ask price of the Company's
common stock on September 21, 1998.

-------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1993, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

================================================================================
<PAGE> 2

COLLEGIATE PACIFIC INC.

2,537,500 SHARES
COMMON STOCK

--------------------------

This Prospectus relates to an offering of up to 2,537,500 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of
Collegiate Pacific Inc., a Pennsylvania corporation (the "Company"), which were
acquired as follows: (a) 2,000,000 shares of Common Stock were acquired by
Michael J. Blumenfeld ("Blumenfeld") pursuant to that certain Stock Purchase
Agreement dated as of August 18, 1997 by and between Blumenfeld, Adam Blumenfeld
and the Company; (b) 137,500 shares of Common Stock were acquired by Richard
Hershorin and Patti Hershorin (collectively, the "Hershorins") pursuant to that
certain Agreement for Purchase and Sale of Stock dated as of April 14, 1998 by
and between the Hershorins and the Company; and (c) 100,000 shares of Common
Stock were acquired by each of Cary W. Bawcum, Stanley Graber, Frank A. Jones,
and Joel W. Brown (collectively, the "VPI Stockholders") pursuant to a Plan and
Agreement of Merger dated as of May 31, 1998 by and between Vantage Products
International, Inc., the VPI Stockholders, and the Company. Blumenfeld, the
Hershorins, and the VPI Stockholders are collectively referred to herein as the
"Selling Shareholders".

The Shares being registered are being offered for the account of the
Selling Shareholders. See "Selling Shareholders." The Company will not receive
any proceeds from the sale of the Shares offered hereby. The sale of the Shares
offered hereby may be effected from time to time directly or by one or more
broker-dealers or agents in one or more transactions on the Over-The-Counter
Bulletin Board (the "Bulletin Board"), in negotiated transactions, or through a
combination of such methods of distribution, at prices related to prevailing
market prices or at negotiated prices. See "Plan of Distribution."

The Common Stock is quoted on the Bulletin Board under the symbol
"BUBA." On September 25, 1998, the bid and ask price of the Common Stock, as
reported by the National Association of Securities Dealers ("NASD") on the
Bulletin Board, was $2.718 and $2.562 per share.

--------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN INFORMATION
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK.

--------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

No dealer, salesman, or any other person has been authorized to give
any information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such other
information and representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date. This Prospectus does not
constitute an offer to sell, or a solicitation of any offer to buy, any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell, or a solicitation of any offer
to buy, such securities in any circumstances in which such offer or solicitation
is unlawful.

--------------------------

The date of this Prospectus is September 28, 1998.

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
Available Information . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . 7
The Company . . . . . . . . . . . . . . . . . . . . . 9
Management . . . . . . . . . . . . . . . . . . . . . . 11
Market Price and Dividend Data . . . . . . . . . . . . 13
Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . 14
Legal Matters . . . . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . . . . 15
Indemnification . . . . . . . . . . . . . . . . . . . 16
Financial Statements . . . . . . . . . . . . . . . . . 17

--------------------------
</TABLE>

Investors should rely only on the information contained in this
Prospectus. The Company has not authorized anyone to provide you with
information different from that contained in this Prospectus. The information
contained in this Prospectus is accurate only as of the date of this Prospectus,
regardless of the time of delivery of this Prospectus or of any sale of the
Common Stock.

2
<PAGE> 4

AVAILABLE INFORMATION

The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, information statements,
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, information statements, and other
information filed by the Company with the Commission pursuant to the
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549-1004, at its Northeast Regional
Office located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
at its West Regional Office located at 5670 Wilshire Blvd., Los Angeles,
California 90036. Copies of such material may be obtained from the Public
Reference Section of the Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site
that contains reports, proxy statements, information statements and other
information regarding the Company. The Commission's Web site address is
http://www.sec.gov. The Company is a publicly held corporation and its Common
Stock is traded on the Bulletin Board under the symbol "BUBA."

The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other periodic reports as it
may determine to furnish or as may be required by law.

The Company has filed with the Commission a Registration Statement on
Form SB-2 (referred to herein, together with all exhibits, as the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Shares offered hereby. This Prospectus does not contain all
information set forth in the Registration Statement. Certain parts of the
Registration Statement have been omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to the
Registration Statement which can be inspected at the public reference rooms at
the offices of the Commission.

3
<PAGE> 5

SUMMARY

CERTAIN INFORMATION IN THIS PROSPECTUS CONTAINS "FORWARD-LOOKING
STATEMENTS." ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE
"FORWARD-LOOKING STATEMENTS" FOR PURPOSES OF THESE PROVISIONS, INCLUDING ANY
PROJECTIONS OF EARNINGS, REVENUES OR OTHER FINANCIAL ITEMS, ANY STATEMENTS OF
THE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, ANY STATEMENTS
CONCERNING PROPOSED NEW PRODUCTS OR SERVICES, ANY STATEMENTS REGARDING FUTURE
ECONOMIC CONDITIONS OR PERFORMANCE, AND ANY STATEMENT OF ASSUMPTIONS UNDERLYING
ANY OF THE FOREGOING. IN SOME CASES, FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECTS,"
"BELIEVES", "PLANS," "ANTICIPATES," "ESTIMATES," "POTENTIAL," OR "CONTINUE," OR
THE NEGATIVE THEREOF OR OTHER COMPARABLE TERMINOLOGY. ALTHOUGH THE COMPANY
BELIEVES THAT THE EXPECTATIONS REFLECTED IN ITS FORWARD-LOOKING STATEMENTS ARE
REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS OR ANY OF ITS
FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT, AND ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE PROJECTED OR ASSUMED IN THE COMPANY'S
FORWARD-LOOKING STATEMENTS. THE COMPANY'S FUTURE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, AS WELL AS ANY FORWARD-LOOKING STATEMENTS, ARE SUBJECT TO
INHERENT RISKS AND UNCERTAINTIES, SOME OF WHICH ARE SUMMARIZED IN THE SECTION
TITLED "RISK FACTORS" BEGINNING ON PAGE 7.

RECENT DEVELOPMENTS

From August 1989 to June 16, 1997, the Company was engaged in the
business of developing and marketing drug testing products. On June 16, 1997,
the Company sold substantially all of its assets, and thereafter had no formal
operations.

On February 17, 1998, the Company's stockholders authorized the Company
to enter into the business of distributing sports equipment, which was effected
through (a) the sale of 10,000,000 shares of Common Stock, a controlling
interest in the Company, to Michael J. Blumenfeld (9,800,000 shares) and Adam
Blumenfeld (200,000 shares), at $.20 per share (the average of the bid and ask
price of the Common Stock on August 18, 1997, the date of the Stock Purchase
Agreement between the Company and Michael and Adam Blumenfeld), or an aggregate
purchase price of $2,000,000, and (b) the sale by Michael J. Blumenfeld to the
Company, at cost, of all of the assets, including the corporate name, of
Collegiate Pacific Inc. f/k/a Nitro Sports Inc., a Texas corporation, which
company was formed in 1997 to engage in the catalog and mail order distribution
of sports equipment.

On February 24, 1998, the Company entered into an exclusive
Distribution Agreement with Equipmart, Inc., a manufacturer of rollers and
component parts for the tennis industry.

On March 7, 1998, the Company entered into an exclusive Distribution
Agreement with FunNets, Inc., a manufacturer of plastic frames and nets used as
soccer goals and other related purposes.

On March 21, 1998, the Company entered into an exclusive Distribution
Agreement with Pro Gym Equipment, Inc., a manufacturer of weight lifting and
exercise equipment and other recreational and sporting goods.

On April 14, 1998, the Company acquired all of the issued and
outstanding capital stock of Product Merchandising, Inc., a mail order
distribution company that distributes products and equipment for summer camps.

On May 31, 1998, Vantage Products International, Inc., a distributor of
baseball netting and other related baseball products, merged with and into the
Company.

THE COMPANY

The Company is in the business of the mail order marketing of sports
equipment primarily to institutional customers located throughout the United
States. The Company's principal customers include country clubs, schools, YMCAs
and YWCAs (and similar recreational organizations), municipal recreation
departments, and other governmental agencies. The Company offers a broad line of
sporting equipment, including inflatable balls, nets for various sports,
standards and goals for sports, weight lifting equipment, and other recreational
products, and provides after sale customer service through toll-free numbers.
The Company believes that prompt delivery of a broad range of products at
competitive prices, coupled with prompt, accessible customer service,
differentiates the

4
<PAGE> 6

Company from its competitors. The Company currently markets approximately 500
sports related equipment products to over 200,000 potential institutional,
retail, mass merchant, and team dealer customers. Since commencing operations,
the Company has sold products to approximately 10,000 customers.

The Company currently has a master mailing list of over 200,000
potential customers and intends to distribute approximately 700,000 catalogs and
fliers to this audience during Fiscal Year 1999. This mailing list, which has
been developed under the supervision of the President of the Company, who has 25
years of experience in the industry, is carefully maintained, screened, and
cross-checked. The master mailing list is subdivided into various combinations
designed to place catalogs in the hands of individual purchase decision makers.
The master mailing list is also subdivided by relevant product types, seasons,
and customer profiles. The Company also uses other forms of solicitations such
as trade shows, telemarketing, broadcast fax programs, and the Internet.

The Company was incorporated in Pennsylvania in 1987. The Company's
executive offices are located at 13950 Senlac, Suite 200, Farmers Branch, Texas
75235, and its telephone number at that location is (972) 243-8100.

SELLING SHAREHOLDERS

The table below sets forth information with respect to the beneficial
ownership of the Company's Common Stock by the Selling Shareholders immediately
prior to this offering and as adjusted to reflect the sale of shares of Common
Stock pursuant to the offering. All information with respect to the beneficial
ownership has been furnished by the respective Selling Shareholders. Percentages
are based on 17,016,833 shares of Common Stock outstanding on September 24,
1998.

<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
----------------------------------- ---------------------------
Name of Beneficial Owner Number of Percent of Shares to Number of Percent of
------------------------ Shares Class be Sold Shares Class
--------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Michael J. Blumenfeld, 9,800,000 57.6% 2,000,000(1) 9,800,000(1) 57.6%
President and Chief
Executive Officer of
the Company

Richard and Patti 137,500 0.9% 137,500 0 0%
Hershorin

Cary W. Bawcum 100,000 0.7% 100,000 0 0%

Stanley Graber (2) 100,000 0.7% 100,000 0 0%

Frank A. Jones 100,000 0.7% 100,000 0 0%

Joel W. Brown 100,000 0.7% 100,000 0 0%
</TABLE>

- --------------------------

(1) The 2,000,000 shares being registered by Mr. Blumenfeld are not
intended to resale for the public. Instead, the shares are being
registered for the purposes of collateralizing commercial bank lines or
other forms of credit for the benefit of the Company.
(2) Mr. Graber is the brother-in-law of Michael J. Blumenfeld.

5
<PAGE> 7

PLAN OF DISTRIBUTION

The sale of the Shares offered hereby may be effected from time to time
directly or by one or more broker-dealers or agents in one or more transactions
on the Bulletin Board, in negotiated transactions, or through a combination of
such methods of distribution, at prices related to prevailing market prices or
at negotiated prices.

In the event one or more broker-dealers or agents agree to sell the
Shares, they may do so by purchasing the Shares as principals or by selling the
Shares as agent for the Selling Shareholders. Any such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the Selling Shareholders or the purchasers of the Shares for which such
broker-dealer may act as agent or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer may be in excess of customary
compensation).

Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to the Company's Common Stock for the
applicable period under Regulation M of the Exchange Act prior to the
commencement of such distribution. In addition and without limiting the
foregoing, the Selling Shareholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including, without
limitation, Regulation M, which provisions may limit the timing of purchases and
sales of the Shares by the Selling Shareholders. All of the foregoing may affect
the marketability of the Shares.

In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Common Stock may not be sold
unless the Common Stock has been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied
with.

The shares being registered by Mr. Blumenfeld are not intended for
resale to the public. Instead, the shares are being registered for the purposes
of collateralizing commercial bank lines or other forms of credit for the
benefit of the Company.

USE OF PROCEEDS

The Company will not receive any proceeds from the offering.

6
<PAGE> 8

RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK
FACTORS AND CAUTIONARY WARNINGS BEFORE MAKING AN INVESTMENT IN THE COMMON STOCK
OFFERED IN THIS PROSPECTUS. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT
THE ONLY ONES FACING THE COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES THAT THE
COMPANY IS UNAWARE OF OR THAT THE COMPANY CURRENTLY THINKS ARE IMMATERIAL MAY
ALSO IMPAIR THE COMPANY'S BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS
ACTUALLY OCCUR, THE COMPANY'S BUSINESS, FINANCIAL CONDITION, OR RESULTS OF
OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING
PRICE OF THE COMMON STOCK COULD DECLINE, AND INVESTORS COULD LOSE ALL OR PART OF
ANY INVESTMENT IN THE COMMON STOCK. PROSPECTIVE INVESTORS SHOULD ALSO REFER TO
THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS, INCLUDING THE COMPANY'S
FINANCIAL STATEMENTS AND THE RELATED NOTES.

LIMITED OPERATING HISTORY

The Company has a limited operating history upon which an evaluation of
the Company and its prospects can be based. The Company only recently entered
into the catalog and mail-order distribution of sporting goods and has incurred
losses of approximately $680,000 for the year ended June 30, 1998, which
includes operating losses, the merger, and developmental expenses. The
Company's prospects must be considered in light of the risks, expenses, and
difficulties frequently encountered by start up companies in the marketing
industry. To address these risks, the Company must, among other things,
effectively develop new relationships and maintain existing relationships with
its suppliers, advertisers and customers, provide products at competitive
prices, respond to competitive developments, and attract, retain, and motivate
qualified personnel. There can be no assurance that the Company will succeed in
addressing such risks and the failure to do so could have a material adverse
effect on the Company's business, financial condition, or results of
operations.

Additionally, the limited operating history of the Company makes the
prediction of future operating results difficult or impossible, and there can be
no assurance that the Company's revenues will increase or even continue at their
current level or that the Company will attain profitability or generate cash
from operations in future periods.

COMPETITION

The sports related equipment market in which the Company participates
is highly competitive. The Company competes principally in the institutional
market with local sporting goods dealers, as well as other direct mail
companies. The Company is a new entrant in this market and had sales of
approximately $3,285,000 for the year ended June 30, 1998. Most of the
Company's direct mail competitors have substantially greater financial
resources, a larger customer base, and greater name recognition within the
industry than the Company. In addition, the Company's competitors may have
larger technical, sales, and marketing resources than the Company. The Company
competes on a number of factors, including price, relationships with customers,
name recognition, product availability, and quality of service. The Company
cannot assure investors that it will compete successfully against its
competitors in the future. If the Company fails to compete successfully, its
business, financial condition, and results of operations will be materially and
adversely affected.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY

The Company's quarterly operating results may fluctuate significantly
in the future as a result of a variety of factors, many of which are outside the
Company's control. The Company anticipates that its revenues will peak in the
first and second calendar quarters of each year due primarily to the budgeting
procedures of many of its customers, payment cycles, and the seasonal demand for
the products offered by the Company. The fourth calendar quarter generally
experiences lower revenues due to lessening customer demand as a result of
decreased sports activities, adverse weather conditions inhibiting customer
demand, holiday seasons, and school recesses. The Company does not believe that
quarter-to-quarter comparisons of operating results for preceding quarters are
necessarily meaningful. Investors should not rely on the results of one quarter
as an indication of the Company's future performance.

7
<PAGE> 9

MANAGING POTENTIAL GROWTH

The Company has rapidly and significantly expanded its operations, both
internally and through the acquisition of other companies, and anticipates that
further expansion of its operations and other acquisitions may be required in
order to address potential market opportunities. This rapid growth has placed,
and is expected to continue to place, a strain on the Company's management and
operational resources. There can be no assurance that the Company's current
personnel, systems, procedures, and controls will be adequate to support the
Company's future operations, that management will be able to identify, hire,
train, motivate, or manage required personnel, or that management will be able
to successfully identify and exploit existing and potential market
opportunities. If the Company is unable to manage growth effectively, the
Company's business, financial condition, and operating results will be
materially and adversely affected.

FUTURE CAPITAL REQUIREMENTS

The Company's cash flow from existing operations may be insufficient to
support the Company's intended expansion of operations or to support future
acquisitions. The Company incurred losses of approximately $680,000 for the
year ended June 30, 1998. The Company has been funding its operations primarily
from the sale of stock to Mr. Blumenfeld and others in February and March of
1998 and working capital loans from Mr. Blumenfeld. The Company may be required
to seek third-party financing to raise additional capital needed to support any
future growth. There can be no assurance that such additional funding will be
available on acceptable terms, if at all. If adequate funds are not available
from third parties and if Mr. Blumenfeld is unwilling or unable to make
additional loans, the Company may be required to forego strategic decisions or
delay, scale back, or eliminate certain aspects of its operations, which could
have a material adverse effect on the Company's business, financial condition,
and results of operations.

DEPENDENCE ON KEY PERSONNEL

The Company's performance is substantially dependent on the skills,
experience, and performance of its President and Chief Executive Officer,
Michael J. Blumenfeld, as well as on the Company's ability to retain and
motivate its other officers and key employees. The Company does not have an
employment agreement with Mr. Blumenfeld. The Company does not have "key person"
life insurance policies on any of its officers or other employees.

RISKS RELATED TO INTERNATIONAL SUPPLIERS

The Company derives a significant portion of its revenues from sales of
products purchased directly from suppliers in the Far East. In addition, the
Company believes that many of the products it purchases from domestic suppliers
are produced by foreign manufacturers. Accordingly, the Company is subject to
the risks of this international component to its business, including shipment
delays, fluctuation in exchange rates, increases in import duties, changes in
custom regulations, adverse economic conditions in foreign countries, and
political turmoil. The occurrence of any one or more of the foregoing could
materially and adversely affect the Company's business, financial condition, and
result of operations.

RELIANCE ON THIRD PARTY CARRIERS

The Company's operations depend upon third party carriers to deliver
its catalogs and products to its customers. The operations of such carriers are
outside the Company's control. Accordingly, the Company's business reputation
and operations are subject to many risks, including shipment delays caused by
such carriers, labor strikes by the employees of such carriers, increases in
delivery cost, postage rate increases, and other adverse economic conditions.
The occurrence of any one or more of the foregoing could adversely affect the
Company's business, financial condition, and results of operations.

CONTROL BY MAJOR STOCKHOLDER

Michael J. Blumenfeld, Chairman, President and Chief Executive Officer
of the Company, currently owns 9,800,000 shares of Common Stock, or 57.6% of
the Company's outstanding voting Common Stock. Upon completion of this
offering, Mr. Blumenfeld will own 9,800,000 shares of Common Stock, or

8
<PAGE> 10

57.6% of the Company's outstanding voting Common Stock. As a result, Mr.
Blumenfeld has the power to initiate or block corporate actions such as an
amendment to the Company's Articles of Incorporation, the consummation of any
merger, or the sale of all or substantially all of the assets of the Company. In
addition, Mr. Blumenfeld may control the election of directors and any other
action requiring stockholder approval.

POSSIBLE VOLATILITY OF STOCK PRICE

Historically, the market price of the Common Stock has been highly
volatile and it is likely to continue to be subject to wide fluctuations in the
future. The price of the Common Stock is determined in the marketplace and may
be influenced by many factors, including the depth and liquidity of the market
for the Common Stock, investor perception of the Company and the industry within
which it competes, quarterly variations in operating results, and general
economic and market conditions. Historically, the weekly trading volume of the
Common Stock has been relatively small. Upon completion of the offering, the
public float of the Common Stock (the amount of Common Stock held by persons who
are not officers and directors of the Company) will substantially increase. The
increase in public float could have a significant impact on the price of the
Common Stock. In addition, the stock market has, on occasion, experienced
extreme price and volume fluctuations that have often particularly affected
market prices for smaller companies and that often have been unrelated or
disproportionate to the operating performance of the affected companies, and the
price of the Common Stock could be affected by such fluctuations.

THE COMPANY

BUSINESS

The Company currently has a master mailing list of over 200,000
potential customers and intends to distribute approximately 700,000 catalogs and
fliers to this audience during Fiscal Year 1999. This mailing list, which has
been developed under the supervision of the President of the Company from his 25
years of experience in the industry, is carefully maintained, screened, and
cross-checked. The master mailing list is subdivided into various combinations
designed to place catalogs in the hands of individual purchase decision makers.
The master mailing list is also subdivided by relevant product types, seasons,
and customer profiles. The Company also uses other forms of solicitations such
as trade shows, telemarketing, broadcast fax programs, and the Internet.

The Company's revenues are not dependent upon any one or a few major
customers. The Company's institutional customers typically receive annual
appropriations for sports related equipment, which appropriations are generally
spent in the period preceding the season in which the sport or athletic activity
occurs. While institutions are subject to budget constraints, once allocations
have been made, aggregate levels of expenditures are typically not reduced.

A majority of the Company's products are purchased from suppliers in
the Far East. In addition, the Company believes that many of the products
purchased from domestic suppliers are produced by foreign manufacturers. The
international supply of products is subject to risks, including shipment delays,
fluctuation in exchange rates, changes in custom regulations, adverse economic
conditions in foreign countries, and political turmoil, which may affect the
Company's ability to deliver its products in a timely and competitive manner.

Although the vast majority of products to be distributed are purchased
in final form, a small percentage of the items require minor fabrication to
complete. The Company has welding machines and an assortment of tools to aid in
this fabrication process. The raw materials used in this process are in the form
of shipping supplies,

9
<PAGE> 11

nuts and bolts, and other commercially available products. The Company believes
there are multiple suppliers for these products nationwide.

SEASONAL NATURE OF BUSINESS

The Company anticipates that its revenues will peak in the second and
third calendar quarters of each year due primarily to the budgeting procedures
of many of its customers and the seasonal demand for the products offered by the
Company. The fourth calendar quarter generally experiences lower revenues due to
lessening customer demand as a result of decreased sports activities, adverse
weather conditions inhibiting customer demand, holiday seasons, and school
recesses.

COMPETITION

The Company competes in the institutional market with other direct mail
marketers of sporting equipment, local sporting goods dealers, and retail
sporting goods stores, which collectively dominate the institutional market. The
Company competes in the institutional market principally on the basis of price,
product availability, and customer service. The Company believes that it has an
advantage on the institutional market over traditional sporting goods retailers
because its selling prices do not include comparable price markups attributable
to wholesalers, manufacturers, and/or distributors. In addition, the Company
believes that it has an advantage over other direct mail marketers of sporting
goods because it believes that it offers superior products, coupled with prompt
and accessible service, at the most competitive prices.

EMPLOYEES

The Company currently employs 14 persons. None of the Company's
employees are represented by a union, and the Company believes its relations
with such employees are good.

PROPERTIES

The Company leases an approximately 30,000 square foot corporate
headquarters and warehouse facility located in Farmers Branch, Texas. The
facility is under a lease that expires in Fiscal Year 2003. The Company believes
that this facility will be adequate for its business needs for the foreseeable
future. The Company does not own any real property.

LEGAL PROCEEDINGS

None.

10
<PAGE> 12

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
Positions and Offices Held
Name Age With the Company
- -------------------------------------- --- ---------------------------------------------------
<S> <C> <C>
Michael J. Blumenfeld................. 52 Chairman of the Board, President, and Chief
Executive Officer
Arthur J. Coerver..................... 55 Chief Operating Officer and Director
Jeff Davidowitz....................... 41 Director
Robert W. Philip...................... 62 Director
William A. Watkins, Jr................ 55 Director
</TABLE>

Michael J. Blumenfeld has served as Chairman of the Board, President,
and Chief Executive Officer of the Company since February 1998. From July 1997
until February 1998, Mr. Blumenfeld served as President and Chief Executive
Officer of Collegiate Pacific, Inc., a Texas corporation that sold all of its
assets to the Company in February 1998. From 1992 until November 1996, Mr.
Blumenfeld served as Chairman of the Board and Chief Executive Officer of Sport
Supply Group, Inc., a public company engaged in the direct mail marketing of
sports related equipment.

Arthur J. Coerver joined the Company in February 1998 as Chief
Operating Officer and a director. From 1991 through 1997, Mr. Coerver was Vice
President, Sales and Marketing, of Sport Supply Group, Inc., a public company
engaged in the direct mail marketing of sports related equipment.

Jeff Davidowitz has served as a director of the Company since June
1994. Mr. Davidowitz also serves as President of Penn Footwear, a private
company that manufactures shoes, since January 1, 1991. Prior to that, Mr.
Davidowitz was Vice President of Penn Footwear.

Robert W. Philip has served as a director of the Company since
February 1998. Mr. Philip served as Executive in Residence and Lecturer in the
Department of Accounting of the College of Business Administration at the
University of North Texas in Denton, Texas from September 1989 until May 1994.
Prior to that time, Mr. Philip served as an audit partner with Arthur Andersen,
S.C. for approximately 18 years. Mr. Philip is also a director of Medical
Control, Inc. (Nasdaq: MDCL), a health care cost management company. Mr.
Philip is currently retired from the University of North Texas and Arthur
Andersen, S.C.

William A. Watkins, Jr. has served as a director since February 1998.
Mr. Watkins has been a partner of Watkins, Watkins and Keenan, a certified
public accounting firm, since December 1971.

EXECUTIVE COMPENSATION

The Summary Compensation Table below shows compensation for the 1998
fiscal year of each person who is a "Named Executive Officer" (as that term is
defined in Item 402 of Regulation S-K to the Securities Act of 1933, as
amended).

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------- Awards
-------------------------
Other Securities All
Annual Restricted Under- Other
Compen- Stock lying Compen-
Name and Principal Salary Bonus sation Award(s) Options sation
Position Year ($) ($) ($) ($) (#) ($)
- ----------------------- ---- ---------- ----- ------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael J. Blumenfeld
Chairman, President
& Chief Executive
Officer (1)...... 1998 $77,000.00 -- -- -- -- --
</TABLE>

(1) Mr. Blumenfeld became Chairman, President, and Chief Executive Officer
on February 17, 1998.

11
<PAGE> 13

DIRECTOR COMPENSATION

Directors receive no cash compensation for their service on the Board
of Directors or any committee of the Board of Directors. Directors are
reimbursed for their reasonable out-of-pocket expenses associated with attending
Board of Directors and committee meetings.

EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL AGREEMENTS

None

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company
with respect to beneficial ownership of shares of Common Stock as of September
24, 1998 for (i) all persons who are beneficial owners of five percent or more
of the Company's Common Stock, (ii) each director and nominee for director,
(iii) the Company's Chief Executive Officer and the other executive officers
named in the Summary Compensation Table above, and (iv) all executive officers
and directors as a group:

<TABLE>
<CAPTION>
Executive Officers and Number of Shares Beneficially Owned Percent of Class (2)
Directors(1) ----------------------------------- --------------------
----------------------

<S> <C> <C>
Michael J. Blumenfeld 9,800,000 57.6%
Arthur J. Coerver 100,000 *
Jeff Davidowitz(3) 410,000 2.4%
Robert W. Philip 70,000 *
William A. Watkins, Jr. 70,000 *

Executive Officers and 10,450,000 61.4%
Directors as a Group
(5 persons)
</TABLE>

*Less than 1%

(1) The address for each person listed is 13950 Senlac, Suite 200, Farmers
Branch, Texas 75235.

(2) Percentages are based on the total number of shares of Common Stock
outstanding at June 30, 1998, plus the total number of outstanding
options held by each person that are exercisable within 60 days of
such date. Shares of Common Stock issuable upon exercise of
outstanding options, however, are not deemed outstanding for purposes
of computing the percentage ownership of any other person. Except as
otherwise noted in the following footnotes, other than shared property
rights created under joint tenancy or marital property laws as between
the Company's directors and executive officers and their respective
spouses, each stockholder named in the table has sole voting and
investment power with respect to the shares of Common Stock set forth
opposite such stockholder's name.

(3) Includes 25,000 shares issuable upon exercise of an option expiring
July 28, 1999.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 17, 1998, the Company sold 10,000,000 shares of Common
Stock to Michael J. Blumenfeld (9,800,000 shares) and Adam Blumenfeld (200,000
shares) for $0.20 per share, or an aggregate purchase price of $2,000,000, in
cash pursuant to the terms and subject to the conditions of that certain Stock
Purchase Agreement dated August 18, 1997 by and between the Company and Michael
and Adam Blumenfeld. Adam Blumenfeld is the son of Mr. Blumenfeld. Mr.
Blumenfeld was not an officer or director of the Company at the time of the
execution of the Stock Purchase Agreement. The consideration paid by Mr.
Blumenfeld for the Common Stock

12
<PAGE> 14

was based on the average of the high and low bid price of the Common Stock as
reported by the NASD on August 18, 1997, the date of the Stock Purchase
Agreement.

On February 17, 1998, in connection with the Stock Purchase Agreement
set forth above, the Company sold (i) 100,000 shares of Common Stock to Arthur
J. Coerver, who became a director of the Company upon consummation of the Stock
Purchase Agreement, at $.20 per share, (ii) 70,000 shares of Common Stock to
Robert W. Philip, who became a director of the Company upon consummation of the
Stock Purchase Agreement, at $.20 per share, and (iii) 70,000 shares of Common
Stock to William A. Watkins, Jr., who became a director of the Company upon
consummation of the Stock Purchase Agreement, at $.20 per share.

Since April 14, 1997, Michael J. Blumenfeld has made loans, net of
repayments, to the Company in an aggregate amount approximating $755,000, which
are payable on demand and bear interest at the rate of 12% per annum. As of June
30, 1998, the aggregate amount outstanding for such loans (including accrued
interest) was $899,836.

MARKET PRICE AND DIVIDEND DATA

The following table sets forth, for the periods indicated, the
quarterly range of the high and low bid prices of the Common Stock as reported
by the NASD on the Bulletin Board:

<TABLE>
<CAPTION>
Fiscal 1998 Quarter Ended Low High
- ------------------------- -------- --------
<S> <C> <C>
September 30, 1997 $ 0.172 $ 1.63
December 31, 1997 1.63 2.25
March 31, 1998 2.31 2.56
June 30, 1998 2.35 2.69

Fiscal 1997 Quarter Ended
- -------------------------

September 30, 1996 $ 0.250 $ 0.750
December 31, 1996 0.125 0.500
March 31, 1997 0.063 0.328
June 30, 1997 0.094 0.172
</TABLE>

The foregoing quotations reflect inter-dealer prices, without mark-up, mark-down
or commissions, and may not reflect actual transactions.

As of September 24, 1998, there were 484 holders of record of Common
Stock, and there were 17,016,833 shares of Common Stock issued and outstanding.

The Company did not declare or pay any cash or stock dividends on the
Common Stock during the fiscal year ended June 30, 1998. The Company currently
does not anticipate paying any cash dividends in the foreseeable future. Any
future determination to pay dividends will be at the discretion of the Company's
Board of Directors and will be dependent upon then existing conditions,
including the Company's financial condition, results of operations, contractual
restrictions, capital requirements, business prospects, and such other factors
as the Board deems relevant.

13
<PAGE> 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company was incorporated on April 10, 1997 and began business
during the latter part of June 1997. Effective February 7, 1998, Collegiate
Pacific Inc. entered into a reverse acquisition agreement with DSSI, Inc.
("DSSI"), a publicly held shell corporation. On April 14, 1998, the Company
acquired all of the issued and outstanding common stock of another entity. This
transaction was accounted for as a purchase, and, accordingly, the results and
operations of this entity have been included in the Company's results of
operations commencing on April 14, 1998. The Company also completed an
acquisition of another entity on May 31, 1998 by issuing common stock for all of
the issued outstanding common stock of that entity. This acquisition was
accounted for as a pooling of interests and, accordingly, the results of
operations of the Company include the results of operations of the pooled entity
for the entire fiscal year.

The Company solicits customers from a variety of catalogs designed for
specific uses, including summer camps, baseball, and general sports and
recreation. The Company intends to distribute approximately 700,000 catalogs to
current and prospective customers during Fiscal Year 1999. The Company also
solicits customers through trade shows, road salesmen, broadcast fax programs,
telemarketing, and the Internet.

There were no operations prior to June 30, 1997, and accordingly this
discussion covers the year ended June 30, 1998, only.

RESULTS OF OPERATIONS

The Company generated $3,283,825 in revenue for Fiscal Year 1998. The
gross margin and gross margin percentage for Fiscal Year 1998 were $1,177,244
and 36% respectively. The gross margin percentage is expected to improve in
Fiscal Year 1999. $1,900,000 of the Fiscal Year 1998 revenues were generated in
the last three months of Fiscal Year 1998. The Company expects that its current
business will produce Fiscal Year 1999 revenues of $8-10 million.

The Company incurred selling, general and administrative ("SG&A")
expenses of $1,704,859 during Fiscal Year 1998. A portion of these expenses were
incurred prior to any significant start up in operations. The Company expects
the ratio of SG&A to revenue to decrease as the revenue volumes continue to
increase.

Interest expense for Fiscal Year 1998 amounted to $172,027. All of
this interest relates to interest payable on the note to Mr. Blumenfeld. (See
"Liquidity and Capital Resources," below)

LIQUIDITY AND CAPITAL RESOURCES

Cash used in operations amounted to $2,761,611. The significant
components of the cash used in operations includes: (a) funding an increase in
accounts receivable of $634,862; (b) funding an increase in inventory of
$2,149,020; (c) an increase in accounts payable and accrued expenses of
$645,528; and (d) a net loss of $678,905.

The Company generated $246,434 in cash from financing activities.
Significant components included: (a) $582,660 in cash in the public entity upon
completion of the reverse acquisition; (b) $182,963 used in a business
acquisition; and (c) $128,263 used to purchase property and equipment. The
Company expects to spend comparable amounts on property and equipment for Fiscal
Year 1999.

The Company generated cash of $754,671 from financing activities from a
note payable to Mr. Blumenfeld, and cash of $2,275,000 from the sale of common
stock, such stock being sold in connection with the recapitalization of the
Company.

Management believes that the Company has adequate resources to satisfy
its cash requirements over the next 12 months. There are no material capital
commitments planned or pending. As of June 30, 1998, the Company had no
commercial bank debt, approximately $514,000 in cash, and approximately $686,000
due from customers in accounts receivables. Since its inception in 1998, Michael
J. Blumenfeld has made loans to the

14
<PAGE> 16

Company in an aggregate amount approximating $755,000, which are payable on
demand and bear interest at the rate of 12% per annum. As of June 30, 1998, the
aggregate amount outstanding for such loans (including accrued interest) was
$899,836. The Company is in various stages of discussions with several
commercial lenders to arrange financing of inventories and accounts receivables
as the situation merits. The Company is actively involved in seeking expansion
through acquisitions and/or joint ventures, and the success of such efforts may
require additional bank, debt, or equity financings.

The Company currently employs 14 people and believes that this
employment is satisfactory for its financial performance during Fiscal Year
1999.

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the
Company by Hughes & Luce, L.L.P., Dallas, Texas.

EXPERTS

The consolidated financial statements of the Company as of
June 30, 1998 and for the year then ended, are incorporated by reference in the
Registration Statement of which this Prospectus is a part in reliance on the
report of SUTTON FROST LLP, independent auditors, which report is incorporated
by reference herein. The consolidated financial statements audited by SUTTON
FROST LLP have been incorporated by reference herein in reliance on its reports
given as its authority as an expert in accounting and auditing.

15
<PAGE> 17

INDEMNIFICATION

The Company's Bylaws provide that officers and directors who are made a
party to or are threatened to be made a party to or is otherwise involved in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was an officer or a director of the Company or is or was serving at the
request of the Company as a director or an officer of another entity shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Pennsylvania Business Corporation Law ("PBCL") against all expense,
liability, and loss reasonably incurred or suffered by such person in connection
therewith. The right to indemnification includes the right to be paid by the
Company for expenses incurred in defending any such proceeding in advance of its
final disposition. Officers and directors are not entitled to indemnification if
such persons did not meet the applicable standard of conduct set forth in the
PBCL for officers and directors.

PBCL Section 410 provides, among other things, that the Company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by or in the right of the Company) by reason of the fact that he is or
was a director, officer, agent or employee of the Company or who serves or
served at the Company's request as a director, officer, agent, employee, partner
or trustee of another corporation or of a partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding. The power to indemnify applies (a) if such
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (b) if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of the Company and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The power to
indemnify applies to actions brought by or in the right of the Company as well,
but only to the extent of defense expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred and not
to any satisfaction of a judgment or settlement of the claim itself, and with
the further limitation that in such actions no indemnification shall be made in
the event of any adjudication of negligence or misconduct in the performance of
his duties to the Company, unless the court believes that in light of all the
circumstances indemnification should apply.

The indemnification provisions contained in the Company's Bylaws are
not exclusive of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise.

Insofar as indemnification by the Company for liabilities arising under
the Securities Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

16
<PAGE> 18

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Index to Consolidated Financial Statements............................................................... 17
Report of Independent Accountants........................................................................ F-2
Consolidated Balance Sheet as of June 30, 1998 (audited)................................................. F-3
Consolidated Statement of Operations for the year ended June 30, 1998 (audited).......................... F-4
Consolidated Statement of Stockholders' Equity for the year ended June 30, 1998 (audited)................ F-5
Consolidated Statement of Cash Flows for the year ended June 30, 1998 (audited).......................... F-6
Notes to Consolidated Financial Statements............................................................... F-8
</TABLE>

17
<PAGE> 19
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 1998

WITH

REPORT OF INDEPENDENT AUDITORS

F-1
<PAGE> 20
REPORT OF INDEPENDENT AUDITORS

The Stockholders and Board of Directors
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

We have audited the accompanying consolidated balance sheet of COLLEGIATE
PACIFIC INC. AND SUBSIDIARIES as of June 30, 1998, and the related consolidated
statements of operations, stockholders' equity and cash flows from for the year
then ended. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
COLLEGIATE PACIFIC INC, AND SUBSIDIARIES as of June 30, 1998, and the
consolidated results of their operations and their cash flows for the year then
ended, in conformity with generally accepted accounting principles.

SUTTON FROST LLP

Arlington, Texas
August 25, 1998

F-2
<PAGE> 21

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
JUNE 30, 1998

<TABLE>
<S> <C>
ASSETS

Current assets:
Cash and cash equivalents $ 514,494
Accounts receivable 685,974
Inventory 2,149,020
Prepaid expenses and other current assets 40,064
-----------
Total current assets 3,389,552

Property and equipment, net 120,626

Other assets:
License agreements (net of accumulated amortization of $12,408) 279,258
Goodwill (net of accumulated amortization of $7,590) 544,156
Other assets, net 54,552
-----------
$ 4,388,144
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 552,618
Accrued expenses 192,066
Note payable to stockholder 754,671
Other current liabilities 54,965
-----------
Total current liabilities 1,554,320
Deferred rent 4,400
-----------
Total liabilities 1,558,720
-----------

Commitments and contingencies (Notes 9 and 10)

Stockholders' equity:
Common stock, $.01 par value; authorized 20,000,000
shares; 17,016,833 shares issued and outstanding 170,168
Additional paid-in capital 3,320,804
Accumulated deficit (629,928)
-----------
2,861,044
Less notes receivable from stockholders (31,620)
-----------
Total stockholders' equity 2,829,424
-----------
$ 4,388,144
===========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-3
<PAGE> 22
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1998

<TABLE>
<S> <C>
Sales $ 3,283,825
Cost of sales 2,106,581
-----------
Gross profit 1,177,244

Selling, general and administrative expenses 1,704,859
-----------
Operating loss (527,615)
-----------
Other income (expense):
Interest expense (172,027)
Interest income 20,737
-----------
Total other income (expense) (151,290)
-----------

Net loss $ (678,905)
===========

Weighted average shares of common stock outstanding 7,270,711
===========

Net loss per share of common stock (basic and diluted) $ (0.09)
===========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-4
<PAGE> 23

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE YEAR ENDED JUNE 30, 1998

<TABLE>
<CAPTION>
Common Stock Additional Accumulated
---------------------------
Shares Amount Paid-in Capital Deficit Total
----------- ----------- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at June 30, 1997 1,000 $ 10 $ 990 $ -- $ 1,000

Effect of recapitalization and
reverse split (Note 1) 16,000,000 160,000 2,699,306 -- 2,859,306

Issuance of stock for purchase
of Vantage Products
International, Inc. 400,000 4,000 16,000 48,977 68,977
----------- ----------- ----------- ----------- -----------

Balance at June 30, 1997,
as restated 16,401,000 164,010 2,716,296 48,977 2,929,283

Issuance of stock for cash 345,000 3,450 65,550 -- 69,000

Issuance of stock for
purchase of Product
Merchandising, Inc. 137,500 1,375 273,625 -- 275,000

Issuance of stock for
license agreements 133,333 1,333 265,333 -- 266,666

Net loss -- -- -- (678,905) (678,905)
----------- ----------- ----------- ----------- -----------
Balance at June 30, 1998 17,016,833 $ 170,168 $ 3,320,804 $ (629,928) $ 2,861,044
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-5
<PAGE> 24

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 1998

<TABLE>
<S> <C>
Reconciliation of net loss to net cash
used by operating activities:
Net loss $ (678,905)
Adjustments to reconcile net loss to net cash
used by operating activities
Depreciation 23,606
Amortization 26,420
Change in assets and liabilities, net of effects of business
acquisitions:
Accounts receivable (634,862)
Inventory (2,149,020)
Prepaid expenses and other current assets (40,064)
Other assets, net 48,029
Accounts payable 455,477
Accrued expenses 190,051
Other liabilities (6,743)
Deferred rent 4,400
-----------
Net cash used by operating activities (2,761,611)
-----------
Cash flows from investing activities:
Purchase of property and equipment (128,263)
Cash in public entity in connection with reverse acquisition 582,660
Cash paid for licenses (25,000)
Cash used in business acquisition net of cash acquired (182,963)
-----------
Net cash provided by investing activities 246,434
-----------
Cash flows from financing activities:
Net proceeds from note payable to stockholder 754,671
Proceeds from issuance of common stock 2,275,000
-----------
Net cash provided by financing activities 3,029,671
-----------
Increase in cash 514,494
Cash and cash equivalents at beginning of year --
-----------
Cash and cash equivalents at end of year $ 514,494
===========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

(Continued)

F-6
<PAGE> 25

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 1998
(Continued)

<TABLE>
<S> <C>
Noncash investing activities:

Common stock issued to stockholders for notes receivable $ 31,620
=========
Common stock issued for license agreements $ 266,666
=========
Common stock issued for purchase of subsidiary $ 275,000
=========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

F-7
<PAGE> 26
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998

1 - GENERAL AND BACKGROUND

Collegiate Pacific Inc. ("CPI") was incorporated on April 10, 1997 and began
business in June 1997. The Company is a Pennsylvania corporation and is
primarily engaged in the mail order marketing of professional sports equipment
to schools, colleges and other organizations throughout the United States.

Effective February 17, 1998 CPI entered into a reverse acquisition agreement
with DSSI, Inc. ("DSSI"), a publicly held "shell" corporation. DSSI issued
9,800,000 (approximately 62.5%) shares of DSSI's voting common stock in exchange
for all of the outstanding shares of CPI (a tax free organization). The public
entity then changed its name to Collegiate Pacific, Inc. The year end was
previously December 26, but changed to June 30, the public entities year end.
For accounting purposes, the reorganization of CPI and the public company is
regarded as an acquisition by a public company of all of the outstanding stock
of CPI and is accounted for as a recapitalization of CPI, with CPI as the
acquirer (a reverse acquisition). Accordingly, the financial statements prior to
the reverse acquisition date included herein are those of CPI.

Of the $678,905 loss for the year ended June 30, 1998, $50,026 related to
non-cash charges resulting from amortization and depreciation expense. As the
result of the February 17, 1998 reverse acquisition with DSSI, the Company
incurred acquisition related expenses including the operating losses incurred by
DSSI. The Company also expensed approximately $337,000 of advertising, postage
and catalog expenses incurred during the year ended June 30, 1998.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The consolidated financial statements include the accounts of CPI and its wholly
owned subsidiaries Product Merchandising, Inc. ("PMI") and Vantage Products,
Inc. ("VPI") (collectively referred to as the "Company"). Significant
intercompany accounts and transactions have been eliminated.

FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS

Financial instruments which are potentially subject to concentrations of credit
risk consist principally of cash and accounts receivable. Cash deposits are
placed with high credit quality financial institutions to minimize risk.
Accounts receivable are unsecured.

(Continued)

F-8
<PAGE> 27
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998

(Continued)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing consolidated financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosures of contingent assets and liabilities, and the reported amounts
of revenues and expenses. Actual results could vary from the estimates used in
preparing the accompanying consolidated financial statements.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

INVENTORIES

Inventories are carried at the lower of cost or market using the average cost
method.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives (5 to 7 years). The cost of
maintenance and repairs is charged to expense as incurred; significant renewals
and betterments are capitalized.

GOODWILL

Goodwill is the difference between the purchase price paid and liabilities
assumed over the estimated fair market value of assets acquired from PMI.
Goodwill acquired in connection with this acquisition amounted to approximately
$552,000 and is being amortized using the straight-line method over 15 years.
Amortization expense amounted to $7,590 for the year ended June 30, 1998. On an
on-going basis management reviews recoverability, the valuation and amortization
of goodwill. As a part of this review, the Company considers the undiscounted
projected future net earnings in evaluating the goodwill. If the undiscounted
future net earnings were less than the stated value, goodwill would be written
down to fair value.

LICENSE AGREEMENTS

License agreements represent amounts paid to acquire exclusive distribution
rights for specific products and are amortized over their estimated useful life
ranging from 3 to 15 years. Amortization expense was $12,408 for the year ended
June 30, 1998.

(Continued)

F-9
<PAGE> 28
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998

(Continued)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

STOCK BASED COMPENSATION

The Company measures compensation cost for its stock based compensation plans
under the provisions of Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees". The difference, if any, between the
fair value of the stock on the date of grant over the amount received for the
stock is accrued over the related vesting period. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation,"
("SFAS 123") requires companies electing to continue to use APB 25 to account
for its stock-based compensation plan to make pro forma disclosures of net
income and earnings per share as if SFAS 123 had been applied.

INCOME TAXES

The Company utilizes the asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and tax bases
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income, valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in deferred
tax assets and liabilities.

ADVERTISING

The Company expenses the cost of advertising as incurred or when such
advertising initially takes place. No advertising costs were capitalized at June
30, 1998. Advertising expense approximated $337,000 for the year ended June 30,
1998.

LOSS PER SHARE

Loss per common share was computed by dividing the net loss by the weighted
average number of shares of common stock outstanding. The effect of outstanding
options on the computation of net loss per share would be anti-dilutive and
therefore is not included in the computation of weighted average shares.

(Continued)

F-10
<PAGE> 29
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998
(Continued)

3 - BUSINESS ACQUISITIONS

VANTAGE PRODUCTS INTERNATIONAL, INC.

On May 31, 1998, the Company issued 400,000 shares of its common stock in
exchange for all the outstanding shares of VPI common stock. This transaction
was accounted for as a pooling-of-interests and, accordingly, common stock,
additional paid-in capital and accumulated deficit at June 30, 1997 have been
adjusted.

PRODUCT MERCHANDISING, INC.

On April 14, 1998, the Company acquired all of the issued and outstanding
common stock of PMI for $200,000 cash and 137,500 shares of CPI common stock
valued at a fair market value of $2.00 per share. The acquisition has been
accounted for as a purchase and, accordingly, the net assets and results of
operations of PMI have been included in the Company's consolidated financial
statements commencing on April 14, 1998. The total acquisition cost exceeded
the fair value of the net assets acquired by approximately $552,000.

4 - PROPERTY AND EQUIPMENT

Property and equipment at June 30, 1998 consist of the following:

<TABLE>
<S> <C>
Displays $ 1,237
Leasehold improvements 6,178
Fixtures and equipment 167,927
Automobile 11,700
---------

Total property and equipment 187,042
Less accumulated depreciation (66,416)
---------

Property and equipment, net $ 120,626
=========
</TABLE>

5 - NOTE PAYABLE TO STOCKHOLDER

The note payable to stockholder (also the president of the Company) is payable
on demand, uncollateralized, and bears interest at an annual rate of 12%.
Accrued interest on this note totaled $145,165 at June 30, 1998, and is included
in accrued expenses.

(Continued)

F-11
<PAGE> 30
COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998
(Continued)

6 - FEDERAL INCOME TAXES

As of June 30, 1998, the Company had a net operating loss carryforward of
approximately $680,000 to offset future federal and state taxable income. The
loss expires in 2013. No deferred tax asset for the net operating loss has been
included in the accompanying consolidated balance sheet due to the uncertainty
of future results of operations. As of June 30, 1998, there are no other
significant deferred tax assets or liabilities.

As of June 30, 1997, DSSI had net operating loss carryforwards of approximately
$14,200,000. The utilization of such net operating losses is subject to
limitation due to a change in the ownership of DSSI during the year ended June
30, 1998 of greater than 50%. The utilization of net operating losses may be
further limited should future ownership changes occur.

7 - RELATED PARTY TRANSACTIONS

Included in accounts payable at June 30, 1998 is $100,000 due to the prior owner
of PMI. This amount was paid subsequent to June 30, 1998.

8 - STOCK OPTIONS

On September 22, 1994, DSSI established a non-qualified stock option plan which
provides for the granting of non-qualifying stock options to purchase up to
500,000 shares of common stock at the fair market value at the date of grant.
There were 345,000 options outstanding at June 30, 1998. No shares were granted,
exercised or cancelled during the year ended June 30, 1998.

A summary of the Company's option and warrant activity for the year ended June
30, 1998 follows:

<TABLE>
<CAPTION>
Warrants Warrants Options
issued in issued to Warrants issued to
connection with Directors, Officers issued to Officers and
Rights Offering and Employees Other Parties Employees
--------------- ------------------- ------------- ------------
<S> <C> <C> <C> <C>
Outstanding at June 30, 1997 182,808 144,681 88,540 345,000
Options and warrants expired (182,808) (144,681) (88,540) --
------------ ------------ ------------- ------------

Outstanding at June 30, 1998 -- -- -- 345,000
============ ============ ============= ============

Exercise price of outstanding options -- -- -- $.025-$0.62
</TABLE>

(Continued)

F-12
<PAGE> 31

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

JUNE 30, 1998
(Continued)

8 - STOCK OPTIONS (Continued)

At June 30, 1998, 210,000 shares are exercisable at $0.25 and 135,000 are
exercisable at $0.625. The remaining contractual life for the $0.25 options is
1.6 years and the remaining contractual life for the $0.625 options is 1.1
years. All of these options are currently exercisable.

9 - LEASES

The Company leases office and warehouse facilities located in Dallas, Texas and
Memphis, Tennessee under the terms of operating leases which expire at various
dates through 2003. Rent expense approximated $90,000 for the year ended June
30, 1998.

Future minimum lease commitments on all operating leases with terms in excess
of one year are as follows:

10 - PURCHASE COMMITMENT

Pursuant to an exclusive license agreement with a supplier, the Company has a
commitment at June 30, 1998 to purchase approximately $180,000 worth of product
from the supplier through February 1999. If the Company fails to purchase this
amount, the supplier will have the right to terminate the agreement.

F-13
<PAGE> 32

PART II

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

II-1

<PAGE> 33

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fee $1,685
Accounting fees and expenses [*]
Legal fees and expenses [*]
Miscellaneous expenses [*]
------
Total: $
------
</TABLE>

- -------------------
* Estimated

All of the above expenses will be paid by the Company.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following sets forth information as of June 30, 1998 regarding all
sales of unregistered securities of the Registrant during the past three years.
All such shares were exempt from registration under the Securities Act by reason
of Section 4(2) of the Securities Act.

On February 17, 1998, the Company sold 10,000,000 shares of Common
Stock to Michael J. Blumenfeld (9,800,000 shares) and Adam Blumenfeld (200,000
shares) for $.20 per share (the average of the bid and ask price of the Common
Stock on August 18, 1997, the date of the Stock Purchase Agreement between the
Company and Mr. Blumenfeld), or an aggregate purchase price of $2,000,000, in
cash pursuant to the terms and subject to the conditions of that certain Stock
Purchase Agreement dated August 18, 1997 by and between the Company and Mike
Blumenfeld and Adam Blumenfeld.

On February 24, 1998, the Company issued 100,000 shares of Common Stock
to Equipmart, Inc., a Texas corporation, in consideration of Equipmart, Inc.
entering into a Distribution Agreement with the Company.

On March 7, 1998, the Company issued 33,333 shares of Common Stock to
FunNets, Inc. in consideration of FunNets, Inc. entering into a Distribution
Agreement with the Company.

On April 14, 1998, the Company issued Richard and Patti Hershorin
137,500 shares of Common Stock as partial consideration for the acquisition by
the Company of all of the issued and outstanding common stock of Product
Merchandising, Inc. pursuant to the terms and subject to the conditions of that
certain Agreement for Purchase and Sale of Stock dated April 14, 1998 by and
between the Company, Product Merchandising, Inc., and Richard and Patti
Hershorin.

On May 31, 1998, the Company issued 400,000 shares of Common Stock to
Cary Bawcum, Stanley Graber, Frank A. Jones, and Joel W. Brown as consideration
for the acquisition by the Company of Vantage Products International, Inc.
pursuant to the terms and subject to the conditions of that certain Plan and
Agreement of Merger dated as of May 31, 1998 by and between the Company, Vantage
Products International, Inc., and the stockholders of Vantage Products
International, Inc.

In connection with each of the foregoing transactions, each purchaser
was provided access to all relevant information regarding the Company and
represented to the Company that they were "sophisticated" investors purchasing
the shares for investment purposes only and with no view toward distribution.

II-2

<PAGE> 34

ITEM 27. EXHIBITS.

The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-5 of this Registration Statement, which Index is
incorporated herein by reference.

ITEM 28. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act.

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE> 35

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on September 28, 1998.

COLLEGIATE PACIFIC INC.

By: /s/ MICHAEL J. BLUMENFELD
----------------------------------------------
Michael J. Blumenfeld,
Chairman, President, Chief Executive Officer
and Director (Principal Executive Officer)

Each person whose signature appears below hereby constitutes and
appoints Michael J. Blumenfeld and Arthur J. Coerver, and each of them, his or
her true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL J. BLUMENFELD Chairman, President, Chief Executive September 28, 1998
- ------------------------------- Officer, and Director
Michael J. Blumenfeld (Principal Executive Officer)

/s/ ARTHUR J. COERVER Chief Operating Officer and Director September 28, 1998
- ------------------------------- (Principal Financial and Accounting
Arthur J. Coerver Officer)

/s/ JEFF DAVIDOWITZ Director September 28, 1998
- -------------------------------
Jeff Davidowitz

/s/ ROBERT W. PHILIP Director September 28, 1998
- -------------------------------
Robert W. Philip

/s/ WILLIAM A. WATKINS, JR. Director September 28, 1998
- -------------------------------
William A. Watkins, Jr.
</TABLE>

II-4
<PAGE> 36

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------ -----------------------
<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. (7)
2.2 Stock Purchase Agreement dated August 18, 1997 with Michael J. Blumenfeld. (9)
3.1 Copy of Articles of Incorporation of the Company. (1)
3.2 Copy of Certificate of Amendment to Articles of Incorporation of the Company
filed on December 29, 1987. (1)
3.3 Copy of Certificate of Amendment to Articles of Incorporation of the Company
filed on December 24, 1991. (1)
3.4 Copy of Certificate of Amendment to Articles of Incorporation of the Company
filed on May 5, 1993. (2)
3.5 Copy of Certificate of Amendment to Articles of Incorporation of the Company
filed June 30, 1997. (8)
3.6 Copy of By-Laws of the Company. (1)
4.1 Specimen Certificate of Common Stock, $0.01, par value, of the Company. (10)
5.1 Opinion of Hughes & Luce, L.L.P.
10.1 Copy of Warrant Agency Agreement dated as of June 4, 1993 between the Company
and Continental Stock Transfer & Trust Company, as Warrant Agent. (3)
10.2 Proof of Redeemable Warrant expiring June 3, 1996 of the Company. (3)
10.3 Form of Underwriter's Unit Purchase Warrant of the Company. (4)
10.4 Form of Underwriter's Warrant of the Company. (4)
10.5 Copy of the 1988 Stock Option Plan of the Company. (1)
10.6 Copy of the 1994 Stock Option Plan of the Company. (6)
10.7 Copy of Employee Restricted Stock Plan of the Company. (5)
10.8 Copy of Lease dated July 1, 1997 between the Company, as tenant, and Post-
Valwood, Inc., as landlord. (10)
10.9 Copy of exclusive Distribution Agreement dated February 24, 1998, between the
Company and Equipmart, Inc. (10)
10.10 Copy of exclusive Distribution Agreement dated March 7, 1998, between the
Company and FunNets, Inc. (10)
10.11 Copy of exclusive Distribution Agreement dated March 21, 1998, between the
Company and Pro Gym Equipment, Inc. (10)
10.12 Copy of the Stock Acquisition Agreement dated April 14, 1998, between the
Company and Product Merchandising, Inc. (10)
10.13 Copy of the Agreement and Plan of Merger dated May 31, 1998, between the
Company and Vantage Products International, Inc. (10)
23.1 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1)
23.2 Consent of SUTTON FROST LLP
24.1 Power of Attorney (included in Part II of this Registration Statement)
</TABLE>

- --------------------

(1) Filed as an exhibit to the Company's Registration Statement on Form
S-18, File No. 33-19770-NY.

(2) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1993.

(3) Filed as an exhibit to the Company's Form 8-A dated June 28, 1993.

II-5
<PAGE> 37

(4) Filed as an exhibit to the Company's Current Report on Form 8-K filed
on July 12, 1993.

(5) Filed as an exhibit to a Post-Effective Amendment to the Company's
Registration Statement on Form S-18, File No. 33-19770-NY.

(6) Filed as an exhibit to the Company's Annual Report on Form 10-KSB for
the year ended June 30, 1994.

(7) Filed as an exhibit to the Company's Definitive Proxy Statement for its
Annual Meeting held on June 16, 1997.

(8) Filed as an exhibit to the Company's Annual Report on Form 10-KSB for
the year ended June 30, 1997.

(9) Filed as an exhibit to the Company's Form 8-K/A filed on September 11,
1997.

(10) Filed as an exhibit to the Company's Annual Report on Form 10-KSB for
the year ended June 30, 1998.

II-6

<PAGE> 1

EXHIBITS 5.1 AND 23.1

[Hughes & Luce, L.L.P. Letterhead]

September 28, 1998

Collegiate Pacific Inc.
13950 Senlac, Suite 200
Dallas, Texas 75235

Ladies and Gentlemen:

We have acted as counsel to Collegiate Pacific Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 2,537,500 shares
(the "Shares") of the Company's common stock, par value $.01 per share, as
described in the Registration Statement of the Company on Form SB-2 (the
"Registration Statement") filed with the Securities and Exchange Commission.

In rendering this opinion, we have examined and relied upon executed
originals, counterparts, or copies of such documents, records, and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized, or certified copies.

Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and are validly issued, fully paid and nonassessable.

This opinion may be filed as an exhibit to the Registration Statement.
We also consent to the reference to this firm as having passed on the validity
of such Shares under the caption "Legal Matters" in the prospectus that
constitutes a part of the Registration Statement. In giving this consent, we do
not admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

HUGHES & LUCE, L.L.P.

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

CONSENT FOR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use in Form SB-2, Registration Statement under the Securities
Act of 1933, of Collegiate Pacific, Inc. and Subsidiaries of our report dated
August 25, 1998, on the consolidated financial statements of Collegiate
Pacific, Inc. and Subsidiaries as of June 30, 1998 accompanying the
consolidated financial statements contained in Form SB-2, and to the use of our
name and the statements with respect to us as appearing under the heading
"Experts" in Form SB-2.

SUTTON FROST LLP

Arlington, Texas
August 25, 1998