COLLEGIATE PACIFIC INC, POS AM, 2000-01-14

COLLEGIATE PACIFIC INC
POS AM, 2000-01-14
CATALOG & MAIL-ORDER HOUSES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2000.
REGISTRATION NO. 333-64471

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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

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

<TABLE>
<S> <C> <C>
DELAWARE 5091 22-2795073
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

<TABLE>
<S> <C>
13950 SENLAC, SUITE 200 MICHAEL J. BLUMENFELD
FARMERS BRANCH, TEXAS 75234 PRESIDENT AND CHIEF EXECUTIVE OFFICER
(972) 243-8100 13950 SENLAC, SUITE 200
(Address and telephone number of principal FARMERS BRANCH, TEXAS 75234
executive offices and principal place of business) (972) 243-8100
(Name, address and telephone number of agent for service)
</TABLE>

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

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. [ ]

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

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

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

Certain stockholders of Collegiate Pacific Inc. are offering up to
2,537,500 shares of Common Stock. The stockholders acquired these shares in the
following transactions:

o Michael J. Blumenfeld acquired 2,000,000 shares through a
Stock Purchase Agreement dated as of August 18, 1997 by and
between Mr. Blumenfeld, Adam Blumenfeld and the Company.

o Richard Hershorin and Patti Hershorin acquired 137,500 shares
pursuant to an Agreement for Purchase and Sale of Stock dated
as of April 14, 1998 by and between the Hershorins and the
Company.

o Cary W. Bawcum, Stanley Graber, Frank A. Jones, and Joel W.
Brown each acquired 100,000 shares pursuant to a Plan and
Agreement of Merger dated as of May 31, 1998 by and among
Vantage Products International, Inc., Messrs. Bawcum, Graber,
Jones and Brown, and the Company.

These shares are offered for the account of the Selling Shareholders.
Collegiate Pacific Inc. will not receive any proceeds from the sale of these
shares.

The Common Stock is quoted on the Over-The-Counter Bulletin Board under
the symbol "BUBA." On January 13, 2000, the bid and ask price of the Common
Stock was $0.94 and $1.50 per share.

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

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 7 IN THIS PROSPECTUS.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

The date of this Prospectus is January 14, 2000.

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<PAGE> 3
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus in connection with the offering made hereby and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, any of the securities offered hereby to
anyone in any jurisdiction to whom it is unlawful to make such offer or
solicitation in such jurisdiction. 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 the dates as of which such information is furnished.

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

TABLE OF CONTENTS

Available Information.................................... 3
Summary.................................................. 4
The Company.............................................. 5
Risk Factors............................................. 7
Management............................................... 15
Market for Common Stock and Related Stockholder Matters.. 18
Management's Discussion and Analysis of
Financial Condition and Results of Operations........ 19
Description of Securities................................ 22
Legal Matters............................................ 22
Experts.................................................. 23
Indemnification.......................................... 23
Financial Statements..................................... 24

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

Collegiate Pacific Inc. is a Delaware corporation. Our executive
offices are located at 13950 Senlac, Suite 200, Farmers Branch, Texas 75234, and
our telephone number is (972) 243-8100. In this Prospectus, the "Company,"
"Collegiate Pacific," "we," "us," and "our" refer to Collegiate Pacific Inc. and
its subsidiaries. The term "Selling Shareholders" refers to Mr. Blumenfeld, the
Hershorins, and Messrs. Bawcum, Graber, Jones and Brown. In addition, "Common
Stock" refers to our common stock, $.01 par value per share.

You should rely only on the information contained in this Prospectus.
We have 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.

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<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 we
file annual, quarterly and other reports and other information with the
Securities and Exchange Commission (the "Commission"). These materials may be
inspected and copied at the public reference facilities of 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. You can obtain copies of these
materials at prescribed rates from the Public Reference Section of the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also 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.

We have filed with the Commission a Registration Statement on Form SB-2
(the "Registration Statement") under the Securities Act of 1933 (the "Securities
Act"), with respect to the Common Stock offered in this Prospectus. This
Prospectus does not contain all information set forth in the Registration
Statement. We omitted certain parts of the Registration Statement in accordance
with the rules and regulations of the Commission. For further information about
us and the Common Stock being offered in this Prospectus, you should read the
Registration Statement and its exhibits and schedules, which you may read
without charge at the public reference rooms at the offices of the Commission.

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<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.

THESE STATEMENTS INCLUDE:

o ANY PROJECTIONS OF EARNINGS, REVENUES OR OTHER FINANCIAL
ITEMS;

o ANY STATEMENTS OF THE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS;

o ANY STATEMENTS CONCERNING PROPOSED NEW PRODUCTS OR SERVICES;

o ANY STATEMENTS REGARDING FUTURE ECONOMIC CONDITIONS OR
PERFORMANCE; AND

o 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," AND VARIATIONS ON SUCH
WORDS AND SIMILAR EXPRESSIONS.

ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN ITS
FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CAN GIVE NO ASSURANCE THAT THESE
EXPECTATIONS OR ANY FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT. ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS WE PROJECTED OR ASSUMED IN OUR
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 developed and marketed
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. We accomplished
this change in our business through the following steps:

o The Company sold 10,000,000 shares of Common Stock, a
controlling interest in the Company. The price of the shares
was $.20 per share, which was the average of the bid and ask
price of the Common Stock on August 18, 1997, the date of the
Stock Purchase Agreement, or a total price of $2 million.
Michael J. Blumenfeld purchased 9,800,000 shares, and Adam
Blumenfeld purchased 200,000 shares.

o Michael J. Blumenfeld sold all of the assets, including the
corporate name, of Collegiate Pacific Inc. f/k/a Nitro Sports
Inc., a Texas corporation, to the Company, at cost.
Mr. Blumenfeld formed that company in 1997 to engage in the
catalog and mail order distribution of sports equipment.

We then entered into exclusive distribution agreements with the
following companies:

o Equipmart, Inc., a manufacturer of rollers and component parts
for the tennis industry, on February 24, 1998

o FunNets, Inc., a manufacturer of plastic frames and nets used
as soccer goals and other related purposes, on March 7, 1998

o Pro Gym Equipment, Inc., a manufacturer of weight lifting and
exercise equipment and other recreational and sporting goods,
on March 21, 1998

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

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<PAGE> 6
On May 31, 1998, we merged with Vantage Products International, Inc., a
distributor of baseball netting and other related baseball products.

On October 25, 1999 we acquired certain assets of Mark One Inc., a
distributor of camping and related equipment as well as numerous items for the
recreation, military and municipal markets.

Also on October 25, 1999 we announced our intention to complete a
1-for-5 reverse stock split. This reverse stock split is subject to shareholder
approval at our annual meeting of shareholders in January 2000. This prospectus
does not reflect the results of the reverse stock split.

On December 20, 1999 we closed licensing and distribution agreements
with the Edwards Sports Company, a manufacturer of tennis nets and tennis court
equipment.

THE COMPANY

We are in the business of the mail order marketing of sports equipment.
We sell our products primarily to institutional customers located throughout the
United States. Our principal customers include country clubs, schools, YMCAs,
YWCAs and similar recreational organizations, municipal recreation departments,
and other governmental agencies. We offer 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 we also
provide after sale customer service through toll-free numbers.

We believe that prompt delivery of a broad range of products at
competitive prices, coupled with prompt, accessible customer service,
distinguishes Collegiate Pacific from its competitors. We currently market about
500 sports and recreational related equipment and products to over 200,000
potential institutional, retail, mass merchant, and team dealer customers. Since
commencing operations, we have sold products to approximately 20,000 customers.

Our master mailing list currently includes over 200,000 potential
customers, and we intend to distribute approximately 700,000 catalogs and fliers
to this audience during Fiscal Year 2000. Michael Blumenfeld, the President of
the Company with 25 years of experience in the industry, supervised the
development of this mailing list, and it is carefully maintained, screened, and
cross-checked. We subdivided this mailing list into various combinations
designed to place catalogs in the hands of the individuals making the purchase
decisions. The master mailing list is also subdivided by relevant product types,
seasons, and customer profiles. We also use other forms of solicitations such as
trade shows, telemarketing, broadcast fax programs, and the Internet.

Collegiate Pacific Inc. was incorporated in Pennsylvania in 1987, and
reincorporated in Delaware in 1999. The Company's executive offices are located
at 13950 Senlac, Suite 200, Farmers Branch, Texas 75234, and its telephone
number at that location is (972) 243-8100.

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SELLING SHAREHOLDERS

The following table and accompanying footnotes identify each of the
Selling Shareholders based upon information provided to the Company, set forth
as of September 28, 1999. This information also states the shares beneficially
held by or acquired by, as the case may be, each Selling Shareholder and the
shares of Common Stock beneficially owned by the Selling Shareholders which are
not covered by this prospectus. Beneficial ownership is stated as of immediately
prior to this offering and as adjusted to reflect the sale of shares of Common
Stock pursuant to the offering. Percentages are based on 17,311,833 shares of
Common Stock outstanding on September 28, 1999 plus 50,000 options exercisable
by Mr. Blumenfeld.

<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, 9,742,611 56.1% 2,000,000(1) 9,742,611 56.1%
President and Chief
Executive Officer of the
Company

Richard M. Hershorin TTEE 137,500 0.8% 137,500 0 0%
FBO R. Hershorin Rev. Trust
U/A/D 04/21/89

Cary W. Bawcum 100,000 0.6% 100,000 0 0%

Stanley Graber (2) 100,000 0.6% 100,000 0 0%

Frank A. Jones 100,000 0.6% 100,000 0 0%

Joel W. Brown 100,000 0.6% 100,000 0 0%
</TABLE>

- ----------

(1) The 2,000,000 shares being registered by Mr. Blumenfeld are being done
so with the intention that the sale or placement of these securities
will be for the benefit of the Company. The shares and/or the majority
of net proceeds of the sale could be used in acquisitions, debt
repayment, working capital advances or other such circumstances that
may accrue to the benefit of the Company.

(2) Mr. Graber is the brother-in-law of Michael J. Blumenfeld.

PLAN OF DISTRIBUTION

The sale of the Shares offered hereby may be made from time to time
directly by the Selling Shareholders, or by one or more broker-dealers or
agents. The Selling Shareholders will act independently of the Company in making
decisions with respect to the timing, manner and size of each sale. The Shares
may be sold 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. These broker-dealers may be
compensated in the form of discounts, concessions, or commissions from the
Selling Shareholders or the purchasers of the Shares. A particular
broker-dealer's compensation may be in excess of customary compensation.

Under applicable Exchange Act rules and regulations, 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

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period under Regulation M of the Exchange Act prior to the commencement of such
distribution. In addition, Selling Shareholders are subject to applicable
provisions, rules and regulations of the Exchange Act, including Regulation M,
which 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.

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

[MR. BLUMENFELD'S SHARES 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 2,000,000 shares being registered by Mr. Blumenfeld are being done
so with the intention that the sale or placement of these shares will be for the
benefit of the Company. The shares and/or the majority of net proceeds of a
sale could be used in acquisitions, debt repayment, working capital advances or
other such circumstances that may accrue to the benefit of the Company.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND CAUTIONARY
WARNINGS BEFORE INVESTING IN THE COMMON STOCK OFFERED IN THIS PROSPECTUS. THE
FOLLOWING RISKS AND UNCERTAINTIES ARE NOT THE ONLY ONES FACING THE COMPANY.
THERE ARE ADDITIONAL RISKS AND UNCERTAINTIES THAT WE ARE EITHER UNAWARE OF OR
THAT WE CURRENTLY THINK ARE IMMATERIAL; HOWEVER, THESE RISKS AND UNCERTAINTIES
MAY ALSO IMPAIR THE COMPANY'S BUSINESS OPERATIONS.

IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR 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.

YOU 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:

We have a limited operating history upon which to base an evaluation of
the Company and its prospects.

Collegiate Pacific only recently entered into the catalog and
mail-order distribution of sporting goods, and it incurred losses of
approximately $31,000 and $680,000 for the years ended June 30, 1999 and 1998,
respectively, which includes operating losses, the merger, and developmental
expenses, and losses of approximately $164,000 and $64,000 for the three months
ended September 30, 1999 and 1998 respectively.

Our 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, we must, among other things:

o Effectively develop new relationships and maintain existing
relationships with our suppliers, advertisers and customers;

o Provide products at competitive prices;

o Respond to competitive developments; and

o Attract, retain, and motivate qualified personnel.

We cannot assure you that we will succeed in addressing such risks. Our
failure to do so could have a material adverse effect on the Company's business,
financial condition, or results of operations.

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<PAGE> 9

In addition, our limited operating history makes it difficult or
impossible to predict future operating results. We cannot give you any assurance
that our revenues will increase or even continue at their current level, or that
we will attain profitability or generate cash from operations in the future.

COMPETITION

The sports goods and related equipment market in which we participate
is highly competitive and it is without a significant barrier to entry.

We compete principally in the institutional market with local sporting
goods dealers and other direct mail companies. Collegiate Pacific is a recent
entrant in this market and we had sales of only about $6,815,000 for the year
ended June 30, 1999.

Most of our direct mail competitors have:

o Substantially greater financial resources;

o A larger customer base; and

o Greater name recognition within the industry.

In addition, our competitors may have larger technical, sales, and
marketing resources.

We compete on a number of factors, including price, relationships with
customers, name recognition, product availability, and quality of service. We
cannot give you any assurance that we will compete successfully against our
competitors in the future. If we fail to compete successfully, our business,
financial condition, and results of operations will be materially and adversely
affected.

RAW MATERIALS

The general economic conditions in the U.S. or international countries
with which we do business could affect pricing of raw materials such as metals
and other commodities used by suppliers of our finished goods. We cannot assure
you that any price increase incurred by the Company for its products can be
passed to its customers without adversely affecting the Company's operating
results.

ACCOUNTS RECEIVABLE

We monitor the credit worthiness of our customer base on an ongoing
basis, and we have not experienced an abnormal increase in losses in our
accounts receivable portfolio. We believe that allowances for losses adequately
reflect the risk of loss. However, a change in the economic condition or in the
make-up of our customer base could have an adverse affect on loss associated
with the credit terms the we give to our customers.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY

Our quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside of our
control.

We anticipate that our revenues will peak in the third and fourth
quarters of each fiscal year due primarily to the budgeting procedures of many
of our customers and the seasonal demand for the products. The first and second
quarters generally experience lower revenues and higher expenses as a percentage
of sales due to lessening customer demand because of decreased sports
activities, adverse weather conditions inhibiting customer demand, holiday
seasons, and school recesses. Therefore, we do not believe that
quarter-to-quarter comparisons of operating results for preceding quarters are
necessarily meaningful. You should not rely on the results of one quarter as an
indication of our future performance.

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<PAGE> 10
MANAGING POTENTIAL GROWTH

We experienced a period of significant growth, and our continued
expansion may significantly strain our management, financial, and other
resources. We believe that improvements in management and operational controls,
and operational, financial and management information systems could be needed to
manage future growth.

We cannot assure you that:

o These resources will be available or in a cost-effective form
to the Company which will allow it to sustain growth at the
same levels;

o Our current personnel, systems, procedures, and controls will
be adequate to support our future operations;

o We will identify, hire, train, motivate, or manage required
personnel; or

o That we will successfully identify and exploit existing and
potential market opportunities.

Our failure to have these resources in sufficient form or quantity
during a period of significant growth could have an adverse affect on our
operating results.

FUTURE CAPITAL REQUIREMENTS

Our cash flow from existing operations may not support an expansion of
operations or future acquisitions.

We incurred losses of approximately $31,000 and $680,000 for the years
ended June 30, 1999, and 1998, respectively. We funded our operations primarily
from the sale of stock to Michael Blumenfeld and others in February and March of
1998 and with working capital loans from Mr. Blumenfeld. In addition, on
September 14, 1999 we obtained a $2 million revolving line of credit from Chase
Bank of Texas, N.A. We may need to seek additional third-party financing to
raise additional capital needed to support any future growth.

We cannot give you any assurance that such additional funding will be
available on acceptable terms, if at all. If we cannot obtain adequate funds
from third parties, and if Mr. Blumenfeld is unwilling or unable to make
additional loans, we may have to forego strategic decisions or delay, scale
back, or eliminate certain aspects of our operations. This could have a material
adverse effect on our business, financial condition, and results of operations.

DEPENDENCE ON KEY PERSONNEL

Our performance is substantially dependent on the skills, experience,
and performance of its President and Chief Executive Officer, Michael J.
Blumenfeld, as well as our ability to retain and motivate other officers and key
employees, certain of whom would be difficult to replace.

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.

The loss of services of certain of these executives and personnel could
have a material adverse effect on the Company. We cannot assure you that the
services of our personnel will continue to be available to us. In addition, we
believe that our success in attracting and retaining additional qualified
employees, and our failure to recruit such skilled personnel as needed, could
have a material adverse effect on the Company.

RISKS RELATED TO INTERNATIONAL SUPPLIERS

A significant amount of our revenues depends upon products purchased
from foreign suppliers, located primarily in the Far East. In addition, we
believe that many of the products we purchase from our domestic suppliers are
manufactured overseas.

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<PAGE> 11

Accordingly, we are subject to the risks of this international
component, including:

o Shipment delays;

o Fluctuation in exchange rates;

o Increases in import duties;

o Changes in customs regulations;

o Adverse economic conditions in foreign countries; and

o Political turmoil.

The occurrence of any one or more of the foregoing could materially and
adversely affect our business, financial condition, and result of operations.

RELIANCE ON THIRD PARTY CARRIERS

Our operations depend upon third party carriers to deliver our catalogs
and products to our customers.

We ship our products using common carriers, primarily UPS. The
operations of such carriers are outside the Company's control. Accordingly, our
business reputation and operations are subject to many risks, including:

o Shipment delays caused by such carriers;

o Labor strikes by the employees of such carriers;

o Increases in delivery cost, postage rate increases; and

o Other adverse economic conditions.

The occurrence of any one or more of the foregoing could adversely
affect our business, financial condition, and results of operations due to an
inability to make timely shipment to our customers or by utilizing other more
costly carriers or means of shipping.

CONTROL BY MAJOR STOCKHOLDER

Michael J. Blumenfeld, Chairman, President and Chief Executive Officer
of Collegiate Pacific, currently owns 9,692,611 shares of Common Stock, or 55.9%
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.

VOLATILITY OF STOCK PRICE

Historically, the stock market has been highly volatile.

The price of the Common Stock is determined in the marketplace and may
be influenced by many factors, including:

o The depth and liquidity of the market for the Common Stock;

o Investor perception of the Company and the industry within
which it competes;

o Quarterly variations in operating results; and

o General economic and market conditions.

Historically, the weekly trading volume of the Common Stock has been
relatively small. Any material increase in public float could have a significant
impact on the price of the Common Stock. In addition, the stock market has
occasionally experienced extreme price and volume fluctuations that often
affected market prices for smaller companies. These extreme price and volume
fluctuations often are unrelated or disproportionate to the

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<PAGE> 12

operating performance of the affected companies, and the price of the Common
Stock could be affected by such fluctuations.

OTC BULLETIN BOARD

There are significant consequences associated with our stock trading on
the NASD Over-The-Counter Bulletin Board rather than a national exchange.

The effects of not being able to list our securities on a national
exchange include:

o Limited release of the market prices of our securities;

o Limited news coverage of the company;

o Limited interest by investors in our securities;

o Increased difficulty in selling our securities in certain
states due to "blue sky" restrictions; and

o Limited ability to issue additional securities or to secure
additional financing.

11
<PAGE> 13

PENNY STOCK RULES

We are subject to the application of the Penny Stock Rules.

Because our common stock is not trading in a national trading market,
and the trading price of the common stock is less than $5 per share, we are
subject to the Penny Stock Rules under the Securities Enforcement and Penny
Stock Reform Act of 1990. In addition to the risk of volatility of stock prices,
low price stocks are subject to the risks of additional federal and state
regulatory requirements and the potential loss of effective trading markets. In
particular, broker-dealers trading in our common stock are subject to Rule 15g-9
under the Securities Exchange Act of 1934, as amended. Rule 15g-9, among other
things, requires that broker-dealers satisfy special sales practice
requirements, including making individualized written suitability determinations
and receiving any purchaser's written consent prior to any transaction.

Broker-dealers handling trades in our securities are required to make
additional disclosure in connection with those trades, including the delivery of
a disclosure schedule explaining the nature and risks of the penny stock market.
Such requirements could severely limit the liquidity of our securities and your
ability to sell your securities in the secondary market.

OUTSTANDING STOCK OPTIONS

Outstanding options may have an effect on the price of our securities.

There are 25,000 options, each to purchase one share of our Common
Stock, issued by DSSI, Inc. under the Drug Screening Systems, Inc. Stock Option
Plan of 1994 there are still outstanding. In addition, we have granted 207,500
options, each to purchase one share of our Common Stock, to key employees,
officers, and directors under our 1998 Collegiate Pacific Inc. Stock Option
Plan. These outstanding options could have a significant adverse effect on the
trading price of our common stock, especially if a significant volume of the
options were exercised and the stock issued were immediately sold into the
public market.

THE COMPANY

BUSINESS

The Company was originally incorporated in Pennsylvania in 1987. From
August 1989 to June 16, 1997, the Company developed and marketed drug testing
products under the name of Drug Screening Systems, Inc. On June 16, 1997, the
Company sold substantially all of its assets, changed its name to DSSI, Inc.,
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. This change in our
business was accomplished through the following steps:

12
<PAGE> 14
o Michael J. Blumenfeld sold all of the assets, including the
corporate name, of Collegiate Pacific Inc. f/k/a Nitro Sports
Inc., a Texas corporation, to the Company, at cost. Mr.
Blumenfeld formed that company in 1997 to engage in the
catalog and mail order distribution of sports equipment.

o The Company changed its name to Collegiate Pacific Inc. at
that time.

Our revenues are not dependent upon any one or a few major customers.
Our institutional customers typically receive annual appropriations for sports
related equipment, which 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.

We derive a significant portion of our revenues from the sale of
products purchased directly from suppliers in the Far East. Accordingly, we are
subject to the risks of this international component that may affect the our
ability to deliver products in a timely and competitive manner. These risks
include:

o Shipment delays;

o Fluctuation in exchange rates;

o Increases in import duties;

o Changes in customs regulations;

o Adverse economic conditions in foreign countries; and

o Political turmoil.

As a result, we attempt to maintain a three to six week supply of
critical inventory items in stock.

Although the vast majority of products we distribute are purchased in
final form, a small percentage of the items require minor fabrication to
complete. We have 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, nuts and bolts, and other commercially available products. We
believe there are multiple suppliers for these products nationwide.

RECENT DEVELOPMENTS

On December 11, 1998, the Company's stockholders approved the
reincorporation of the Company from the Commonwealth of Pennsylvania to the
State of Delaware, pursuant to a merger agreement with a newly formed Delaware
corporation. The merger and reincorporation as a Delaware corporation was
effective on July 21, 1999.

13
<PAGE> 15

On September 14, 1999 we obtained a $2 million revolving line of credit
from Chase Bank of Texas, N.A. We may need to seek additional third-party
financing to raise additional capital needed to support any future growth.

On October 25, 1999 we acquired certain assets of Mark One Inc., a
distributor of camping and related equipment as well as numerous items for the
recreation, military and municipal markets.

On December 20, 1999 we closed licensing and distribution agreements
with the Edwards Sports Company, a manufacturer of tennis nets and tennis
court equipment.

SEASONAL NATURE OF BUSINESS

COMPETITION

We compete principally in the institutional market with local sporting
goods dealers and other direct mail companies, which collectively dominate the
institutional market. We compete on a number of factors, including price,
relationships with customers, name recognition, product availability, and
quality of service. We believe that we have an advantage on the institutional
market over traditional sporting goods retailers because our selling prices do
not include comparable price markups attributable to wholesalers, manufacturers,
and distributors. In addition, we believe that we have an advantage over other
direct mail marketers of sporting goods because we offer superior products,
coupled with prompt and accessible service, at the most competitive prices.

EMPLOYEES

We currently employ 21 people on a full-time basis. In addition, we may
hire temporary employees as seasonal increases in demand occur. None of our
employees are represented by a union, and we believe our relations with our
employees are good.

PROPERTIES

We lease our corporate headquarters and a warehouse facility located in
Farmers Branch, Texas, with approximately 30,000 square feet. The lease for this
facility expires in Fiscal Year 2003. We believe that this facility will be
adequate for our business needs for the foreseeable future. We do not own any
real property.

LEGAL PROCEEDINGS

None.

14
<PAGE> 16

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The directors and executive officers of the Company are:

<TABLE>
<CAPTION>
Positions and Offices Held
Name Age With the Company
- ---------------------------------------------- --- --------------------------------------------------------------

<S> <C> <C>
Michael J. Blumenfeld......................... 53 Chairman of the Board, President, and Chief Executive Officer
Arthur J. Coerver............................. 56 Chief Operating Officer and Director
Harvey Rothenberg............................. 57 Vice President Marketing and Director
William R. Estill............................. 50 Chief Financial Officer, Secretary and Treasurer
Chad H. Edlein................................ 28 Vice President Corporate Development
Jeff Davidowitz............................... 43 Director
Robert W. Philip.............................. 63 Director
William A. Watkins, Jr........................ 56 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 New York Stock Exchange 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 New York Stock
Exchange company engaged in the direct mail marketing of sports related
equipment.

Harvey Rothenberg joined the Company in February 1998 as Vice President
of Marketing and Secretary, and has served on the Board of Directors since
December 1998. In August 1999, Mr. Rothenberg resigned as Secretary. From 1977
to 1998 Mr. Rothenberg served as Vice President of Sales for Sport Supply Group,
Inc., a New York Stock Exchange company engaged in the direct mail marketing of
sports related equipment.

William R. Estill joined the Company in July 1999 as Chief Financial
Officer and Treasurer, and has been Secretary since August 1999. From December
1997 until February 1999, Mr. Estill served as Vice President of Finance for
FWT, Inc., a manufacturer of telecommunication structures. From May 1996 to
November 1997, Mr. Estill served as Chief Financial Officer of Bearcom, Inc.
From April 1985 to May 1996, Mr. Estill served as Vice President, Chief
Financial Officer, Secretary and Treasurer for Sport Supply Group, Inc., a New
York Stock Exchange company engaged in the direct mail marketing of sports
related equipment. Mr. Estill was also a member of the Board of Directors during
his tenure with Sport Supply Group, Inc. Mr. Estill holds a Bachelor of Business
Administration degree in Accounting from the University of Texas at Arlington
and passed the CPA exam in 1983.

Chad H. Edlein joined the Company in July 1997. From 1994 to 1997 Mr.
Edlein served as Marketing Manager for Sport Supply Group, Inc., a New York
Stock Exchange 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
investment company, 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 currently retired from the University of
North Texas and Arthur Andersen, S.C.

15
<PAGE> 17

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 following Summary Compensation Table shows compensation for the
1999 and 1998 fiscal years of the Chief Executive Officer, and each executive
officer of the Company who earned over $100,000 (a "Named Executive Officer").

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------------ Awards
----------------------------
Other Securities All
Annual Restricted Under- Other
Name and Principal Compen- Stock lying Compen-
Position Salary Bonus sation Award(s) Options sation
Year ($) ($) ($) ($) (#) ($)
- ------------------------ ------- ------------- --------- ----------- ------------- ----------- ----------

<S> <C> <C> <C> <C> <C> <C> <C>
Michael J. Blumenfeld
Chairman, President
& Chief Executive 1999 $78,000.00 $93,750.00 50,000
Officer (1)........... 1998 $77,000.00 -- -- -- -- --

Arthur J. Coerver
Chief Operating
Officer & 1999 $108,000.00 $46,875.00 25,000
Director (2).......... 1998 $112,500.00 -- -- -- -- --
</TABLE>

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

(2) Mr. Coerver became Chief Operating Officer on February 17, 1998.

DIRECTOR COMPENSATION

Directors receive $7,500.00 per year 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.

16
<PAGE> 18
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 June 30,
1999 for:

o All persons who are beneficial owners of 5% or more of the
Company's Common Stock;

o Each director and nominee for director;

o The Company's Chief Executive Officer and the other Named
Executive Officer in the Summary Compensation Table above; and

o All executive officers and directors as a group.

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

<S> <C> <C>
Michael J. Blumenfeld(4) 9,742,611 55.9%
Arthur J. Coerver(5) 141,200 *
Harvey Rothenberg(6) 29,436 *
William R. Estill -- *
Chadd Edlein (9) 77,500 *
Jeff Davidowitz(3) 615,000 3.5%
Robert W. Philip(7) 47,500 *
William A. Watkins, Jr.(8) 72,500 *

Executive Officers and Directors 10,725,747 61.67%
as a Group (7 persons)
</TABLE>

*Less than 1%

(1) The address for each person listed is 13950 Senlac, Suite 200, Farmers
Branch, Texas 75234.

(2) Percentages are based on the total number of shares of Common Stock
outstanding as of September 28, 1999, 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) Consists of 610,000 shares of Common Stock and 5,000 shares issuable
upon exercise of an option expiring February 24, 2009.

(4) Consists of 9,692,611 shares of Common Stock and 50,000 shares issuable
upon exercise of an option expiring February 24, 2009.

(5) Consists of 116,200 shares of Common Stock and 25,000 shares issuable
upon exercise of an option expiring February 24, 2009.

(6) Consists of 1,000 shares of Common Stock, 8,436 shares of Common Stock
held in trust for the benefit of Mr. Rothenberg's child, and 15,000
shares issuable upon exercise of an option expiring February 24, 2009,
and 5,000 in shares issuable upon exercise of an option expiring
February 24, 2009 held by the spouse of Mr. Rothenberg.

(7) Consists of 42,500 shares of Common Stock and 5,000 shares issuable
upon exercise of an option expiring February 24, 2009.

(8) Consists of 67,500 shares of Common Stock and 5,000 shares issuable
upon exercise of an option expiring February 24, 2009.

(9) Consists of 70,000 shares of Common Stock and 7,500 shares issuable
upon exercise of an option expiring February 24, 2009.

17
<PAGE> 19

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 17, 1998, the Company sold 9,800,000 shares of Common Stock
to Michael J. Blumenfeld and 200,000 shares to Adam Blumenfeld for $0.20 per
share, or an aggregate purchase price of $2,000,000, in cash, pursuant to the
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 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.

Also on February 17, 1998, in connection with the Stock Purchase
Agreement, the Company sold:

o 100,000 shares of Common Stock to Arthur J. Coerver;

o 67,500 shares of Common Stock to Robert W. Philip; and

o 67,500 shares of Common Stock to William A. Watkins, Jr.

These shares were sold at $.20 per share, and Messrs. Coerver, Philip
and Watkins became directors of the Company upon consummation of the Stock
Purchase Agreement

Since April 14, 1997, Michael J. Blumenfeld has made loans, net of
repayments, to the Company in an aggregate amount approximating $755,000. These
loans are payable on demand and bear interest at the rate of 12% per annum. The
aggregate amount outstanding for such loans (including accrued interest) at June
30, 1999 and June 30, 1998 was $980,720 and $899,836, respectively.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

MARKET

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 2000 Quarter Ended Low High
- ------------------------- --- ----

<S> <C> <C>
September 30, 1999 $1.84 $2.84
December 31, 1999 $1.51 $1.70
</TABLE>

<TABLE>
<CAPTION>
Fiscal 1999 Quarter Ended Low High
- ------------------------- --- ----

<S> <C> <C>
September 30, 1998 $1.63 $2.13
December 31, 1998 1.63 2.25
March 31, 1999 1.63 2.44
June 30, 1999 1.75 2.69
</TABLE>

<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
</TABLE>

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

On October 25, 1999 we announced our intention to complete a 1-for-5
reverse stock split. This reverse stock split is subject to shareholder
approval at our annual meeting of shareholders in January 2000. This prospectus
does not reflect the results of the reverse stock split.

HOLDERS

As of September 28, 1999, there were 393 holders of record of Common
Stock, and there were 17,311,833 shares of Common Stock issued and outstanding.

18
<PAGE> 20

DIVIDENDS

The Company did not declare or pay any cash or stock dividends on the
Common Stock during the fiscal year ended June 30, 1999. 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Michael J. Blumenfeld formed Collegiate Pacific Inc. as a Texas
corporation on April 10, 1997. That company was original named Nitro Sports Inc.
and it 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., which was then a publicly held shell corporation.

On April 14, 1998, we acquired all of the issued and outstanding common
stock of Product Merchandising, Inc. We accounted for this transaction as a
purchase, and, accordingly, the results and operations of this entity were
included in the Company's results of operations commencing on April 14, 1998.
The Company also acquired Vantage Products International, Inc. on May 31, 1998
by issuing common stock for all of the issued outstanding common stock of that
entity. We accounted for this acquisition 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.

We solicit customers from a variety of catalogs designed for specific
uses, including summer camps, baseball, and general sports and recreation, and
we distributed approximately 550,000 catalogs to current and prospective
customers during Fiscal Year 1999. After the end of Fiscal Year 1999, the
Company entered into a supply agreement with the General Services Administration
of the federal government to furnish certain products to government agencies.
There were no sales to any federal government agencies in Fiscal Year 1999, and
sales to those agencies in Fiscal Year 2000, as of September 30, 1999, were
immaterial. We also solicit customers through trade shows, road salesmen,
broadcast fax programs, telemarketing, and the Internet.

Collegiate Pacific had no operations prior to June 30, 1997, and
accordingly this discussion covers the subsequent periods only.

RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1999
AND 1998

Sales

Revenues for the three months ended September 30, 1999 increased by
approximately $456,000 (33%) as compared to the same period in 1998. The Company
attributes the growth in revenues to an increase in marketing activity and the
growth in its customer base. As the result of expanded operations and marketing
activities, we believe that future revenues will continue to exhibit growth from
current levels. We also believe that seasonality in revenues will continue to be
a factor in future periods as revenues during the third and fourth quarters of
the Company's fiscal year are typically higher due to the order pattern of the
Company's customer base.

Gross Profit

The Company's gross profit for the three months ended September 30,
1999, increased by approximately $191,000 (44%) as compared to the same period
in 1998. As a percentage of sales the gross profit increased to 34.5% as
compared to 32% for the same period in 1998. The increase was the result of
increased marketing activities and growth in the Company's higher margin
customer base.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended
September 30, 1999 increased by approximately $280,000 (58%) as compared to the
same period in 1998. As a percentage of sales, selling, general and
administrative expenses increased to 39% from 34%. The increase in selling,
general, and administrative expense in dollars and as a percentage of sales is
due to the Company's increased staffing requirements to manage substantially
higher sales volume and an increase in advertising related expenses.

RESULTS OF OPERATIONS - COMPARISON OF THE YEAR ENDED JUNE 30, 1999 TO THE YEAR
ENDED JUNE 30, 1998

RESULTS OF OPERATIONS

Net Sales

Net sales for the fiscal year ended June 30,1999 increased by
approximately $3.5 million (107%) as compared to the period ended June 30, 1998.
The increase in net sales of approximately 33% reflects the addition of the camp
catalog to the Company's lines of business. The balance of the increase is due
to higher volume in the our primary catalog sales. We believe this trend in
increased sales volume will continue in future periods, however no assurances
can be made that the increased sales level will be as high.

19
<PAGE> 21

Gross Profit

Gross profit for the fiscal year ended June 30, 1999 increased by
approximately $1.3 million (107%) as compared to the period ended June 30,1998.
As a percentage of sales, the gross profit was approximately 36% for both
periods ended June 30, 1999 and 1998.

Selling, General, and Administrative Expense

Selling, general, and administrative expense for the period ended June
30,1999 increased by approximately $640,000 as compared to the period ended June
30, 1998. As a percentage of net sales, the selling, general, and administrative
expense decreased to approximately 34% for the period ended June 30, 1999, as
compared to 52% for the period ended June 30, 1998. The increase in the selling,
general, and administrative expense was due primarily to the following:

o An increase in salaries and personnel related cost of
approximately $200,000 as the Company staffed additional
personnel in the camp related business and to manage the
increase in the primary catalog sales.

o An increase in advertising of approximately $160,000 due to
mailing catalogs to the camp related customers and an increase
in catalogs and fliers to baseball and other primary catalog
customers.

o An increase in shipping cost of approximately $70,000 due to
the increased sales activity.

o An increase in amortization expense of approximately $52,000
due to the amortization of the cost in excess of net tangible
assets acquired in late Fiscal Year 1998.

o An increase in warehouse related expense of approximately
$50,000 due to the increased sales activity.

Operating Profit

Operating profit increased by approximately $630,000 for the period
ended June 30,1999 as compared to the period ended June 30, 1998. As a
percentage of net sales, the operating profit increased to approximately 2% as
compared to a 16% operating loss for the period ended June 30, 1998. The
increase is attributable to the increase in net sales.

Interest Expense

Interest expense decreased by approximately $60,000 for the period
ended June 30,1999 as compared to the period ended June 30, 1998. As a
percentage of sales, interest expense decreased to approximately 2% for the
period ended June 30, 1999 as compared to 5% for the period ended June 30, 1998.
The decrease reflects the lower borrowing requirements due to decreased
inventory purchases made in Fiscal Year 1999. All of the interest incurred in
Fiscal Years 1999 and 1998 relates to interest paid on the note to Mr.
Blumenfeld. (See "Liquidity and Capital Resources," below)

Provision for Income Taxes

The provision for taxes increased by $33,580 for the period ended June
30, 1999 as compared to the period ended June 30,1998. The increase is the
result of the Company and its subsidiaries filing separate returns during the
period ending June 30, 1999.

Net Loss

The net loss decreased by approximately $648,000 for the period ended
June 30, 1999 as compared to the period ended June 30, 1998. As a percentage of
sales, the net loss as a percentage of sales, decreased to approximately 1/2%
for the period ended June 30, 1999 as compared to 21% for the same period ended
June 30,

20
<PAGE> 22

1998. The decrease is primarily due to the increase in net sales and the
resulting increase in gross profit and lower selling, general and administrative
expenses.

LIQUIDITY AND CAPITAL RESOURCES - COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER
30, 1999 AND 1998

Cash used in operations for the period ended September 30, 1999 was
approximately $882,000 as compared to approximately $398,000 for the same period
in 1998. The increase was due primarily to the purchase of additional
inventories in anticipation of an increase in selling activities in future
periods and the addition of products offered by the Company.

Cash used in investing activities was $2,107 for the period ended
September 30, 1999 and was used to purchase equipment and treasury shares, and
was partially offset by the repayment of the note receivable from stockholders.

We generated approximately $448,000 from financing activities. The cash
from financing activities was approximately $406,000 in proceeds from notes
payable, and approximately $43,000 from the issuance of common shares upon the
exercise of stock options.

On September 14, 1999, the Company agreed to terms for a $2,000,000
Revolving Line of Credit with Chase Bank of Texas, N.A. The Revolving Line of
Credit will allow the Company to borrow funds based upon a certain percentage of
accounts receivable and inventories. The Revolving Line of Credit will mature on
October 31, 2001 and includes a provision for letters of credit. Borrowings
under the Revolving Line of Credit will bear interest at the prevailing Prime
Rate plus 1/4% or LIBOR plus 2 1/2%. The note payable to Mr. Blumenfeld is
subordinate to the Revolving Line of Credit and Mr. Blumenfeld partially
guarantees the Revolving Line of Credit up to $1,000,000.

We believe that the Company will be able to satisfy its short term and
long term liquidity requirements from borrowings under the Revolving Line of
Credit and from cash generated from operations. The Company may experience
periods of higher borrowing under the credit facility due to the seasonal nature
of its 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.

LIQUIDITY AND CAPITAL RESOURCES - COMPARISON OF THE YEAR ENDED JUNE 30, 1999 TO
THE YEAR ENDED JUNE 30, 1998

LIQUIDITY AND CAPITAL RESOURCES

Cash used in operations for the period ended June 30, 1999 was
approximately $190,000 as compared to $2.7 million for the period ended June 30,
1998. The decrease of approximately $2.6 million was primarily due to lower
purchases after the initial buildup, when operations commenced, and lower
inventory levels as a result of the increased sales volume, as well as the
decrease in net loss, and was partially offset by an increase in accounts
receivable also due to the increased sales.

We used approximately $82,000 in cash for investing activities. The
primary use of cash in investing activities was for the purchase of property and
equipment. The company expects to spend a comparable amount for capital
expenditures in Fiscal Year 2000.

We also generated approximately $276,000 in cash from financing
activities. The cash generated from financing was approximately $226,000 of net
proceeds from the note payable to Mr. Blumenfeld, and approximately $50,000 in
proceeds from the issuance of common stock upon the exercise of common stock
options. We used this cash to finance the increase sales volume.

On March 31, 1999 the Company amended the Promissory Note to Mr.
Blumenfeld. The amended note reflects a maturity date of April 10, 2001 and
borrowings under the note carry a rate of 12% per annum. As of June 30, 1999 the
aggregate outstanding amount under the note payable was $980,720.

On September 14, 1999, the Company agreed to terms for a $2,000,000
Revolving Line of Credit with Chase Bank of Texas, N.A. The new Revolving Line
of Credit will allow the Company to borrow funds based upon a certain
percentage of accounts receivable and inventories. The new Revolving Line of
Credit will mature on October 31, 2001 and includes a provision for letters of
credit. Borrowings under the Revolving Line of Credit will bear interest at the
prevailing prime rate plus 1/4% or LIBOR plus 2 1/2%. The note payable to Mr.
Blumenfeld is subordinate to the Revolving Line of Credit and Mr. Blumenfeld
guarantees the Revolving Line of Credit up to $1,000,000.

We believe that the Company will satisfy its short term and long-term
liquidity needs from borrowings under the new Revolving Line of Credit and from
cash flows from operations. 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.

YEAR 2000 IMPACT

The Year 2000 issue is the result of computer programs written using
two digits rather than four digits to define "date" fields. Information systems
have time sensitive operations that, as a result of this data field limitation,
could disrupt activities in the normal business cycle. We purchased and
implemented new information systems in Fiscal Year 1999, which brought the
information systems into Year 2000 compliance.

We have not discussed the Year 2000 issue with our customers and
suppliers. There can be no assurance that the systems of these other companies
will be timely converted, and the failure of our significant suppliers and
customers to make necessary Year 2000 modifications could have a material
adverse impact on the our results and operations.

21
<PAGE> 23

DESCRIPTION OF SECURITIES

GENERAL

As of the closing of the offering, the Company's authorized capital
stock will consist of 50,000,000 shares of Common Stock, par value $.01 per
share and 1,000,000 shares of Preferred Stock, par value $.01 per share.

COMMON STOCK

The holders of shares of Common Stock are entitled to one vote per
share on all matters to be voted on by stockholders. The holders of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors out of funds legally available therefor.
See "Dividends." In the event of liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities then outstanding. The Common Stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are fully paid and nonassessable.

PREFERRED STOCK

As of the date of this Prospectus, no shares of Preferred Stock are
outstanding. The Board of Directors may authorize the issuance of Preferred
Stock in one or more series and may determine, with respect to any such series,
the designations, powers, preferences, and rights of such series, and its
qualifications, limitations, and restrictions, including, without limitation,
(i) the designation of the series; (ii) the number of shares of the series,
which number the Board of Directors may thereafter (except where otherwise
provided in the designations for such series) increase or decrease (but not
below the number of shares of such series then outstanding); (iii) whether
dividends, if any, will be cumulative or noncumulative and the dividend rate of
the series; (iv) the conditions upon which and the dates at which dividends, if
any, will be payable, and the relation that such dividends, if any, will bear to
the dividends payable on any other class or classes of stock; (v) the redemption
rights and price or prices, if any, for shares of the series; (vi) the terms and
amounts of any sinking fund provided for the purchase or redemption of shares of
the series; (vii) the amounts payable on and the preferences, if any, of shares
of the series, in the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the affairs of the Company; (viii) whether the
shares of the series will be convertible into shares of any other class or
series, or any other security, of the Company or any other corporation, and, if
so, the specification of such other class or series or such other security, the
conversion price or prices or rate or rates, any adjustment thereof, the date or
dates as of which such shares will be convertible and all other terms and
conditions upon which such conversion may be made; and (ix) the voting rights,
if any, of the holders of shares of such series.

STOCK TRANSFER AGENT AND REGISTRAR

The stock transfer agent and registrar for the Common Stock is
Continental Stock Transfer & Trust Company.

STOCKHOLDER REPORTS

The Company furnishes its stockholders with annual reports containing
audited financial statements and may furnish its stockholders quarterly or
semi-annual reports containing unaudited financial information.

DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER PROVISIONS

Section 203 of the Delaware General Corporation Law

The Company is subject to the provisions of Section 203 of the GCL (the
"Anti-takeover Law") regulating corporate takeovers. The Anti-takeover Law
prevents certain Delaware corporations from engaging, under certain
circumstances, in a "business combination" (which includes a merger or sale of
more than 10% of the corporation's assets) with any "interested stockholder"
(defined as a stockholder who acquires 15% or more of the corporation's
outstanding voting stock without the prior approval of the corporation's Board
of Directors) for three years following the date that such stockholder became an
"interested stockholder". A Delaware corporation may "opt out" of the
Anti-takeover Law with an express provision in its original certificate of
incorporation or an express provision in its certificate of incorporation or
bylaws resulting from an amendment approved by at least a majority of the
outstanding voting shares. The Company has not "opted out" of the application of
the Anti-takeover Law.

LEGAL MATTERS

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

22
<PAGE> 24

EXPERTS

The consolidated financial statements of the Company as of June 30,
1999 and June 30, 1998, and for the years then ended, are included in the
Registration Statement of which this Prospectus is a part in reliance on the
reports of, respectively, GRANT THORNTON LLP and SUTTON FROST LLP, independent
auditors, which reports are included herein. The consolidated financial
statements audited by GRANT THORNTON LLP and SUTTON FROST LLP have been included
herein in reliance on their reports given on their authority as experts in
accounting and auditing.

INDEMNIFICATION

The Company's Bylaws provide that any officer or director who is made a
party to or is 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 Delaware General Corporation Law ("DGCL") 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 DGCL
for officers and directors.

DGCL Section 145 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, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that the person is or was a
director, officer, employee or agent of the Company, or is or was serving at the
Company's request as a director, officer, employee or agent of another
corporation, 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, to the extent of expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Company, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company, unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

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.

23
<PAGE> 25

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
Index to Consolidated Financial Statements.............................................................. 24

Reports of Independent Auditors......................................................................... F-1
Consolidated Balance Sheets as of June 30, 1999 and 1998................................................ F-3
Consolidated Statements of Operations for the year ended June 30, 1999 and 1998......................... F-5
Consolidated Statement of Stockholders' Equity for the year ended June 30, 1999 and 1998................ F-6
Consolidated Statements of Cash Flows for the year ended June 30, 1999 and 1998......................... F-7
Notes to Consolidated Financial Statements.............................................................. F-9

Condensed Consolidated Balance Sheets as of September 30, 1999 (Unaudited) and June 30, 1999............ F-19
Condensed Consolidated Statements of Operations for the three months ended September 30, 1999
and 1998 (Unaudited)................................................................................... F-20
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 1999
and 1998 (Unaudited)................................................................................... F-21
Notes to Condensed Consolidated Financial Statements (Unaudited)........................................ F-22
</TABLE>

24
<PAGE> 26

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

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, 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows 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, 1999, and the
consolidated results of their operations and their consolidated cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

GRANT THORNTON LLP

Dallas, Texas
August 25, 1999

F-1

<PAGE> 27

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

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 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.

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> 28

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND 1998

ASSETS

<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 518,844 $ 514,494
Accounts Receivable, less allowance for doubtful accounts
of $38,806 in 1999 and $-0- in 1998 1,142,708 685,974
Inventory 1,843,820 2,149,020
Prepaid Expenses and other Current Assets 23,581 40,064
----------- -----------
Total Current Assets 3,528,953 3,389,552

Property and Equipment, net of accumulated depreciation
of $98,785 in 1999 and $50,155 in 1998 150,585 120,626
Other Assets:
License Agreements, net of accumulated amortization of
$50,030 in 1999 and $12,408 in 1998 253,586 279,258
Cost in Excess of Net Tangible Assets Acquired, net of
accumulated amortization of $42,373 in 1999 and
$7,590 in 1998 509,373 544,156
Other Assets, net 54,409 54,552
----------- -----------

$ 4,496,906 $ 4,388,144
=========== ===========
</TABLE>

F-3
<PAGE> 29

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND 1998

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
1999 1998
----------- -----------

<S> <C> <C>
Current Liabilities:
Accounts Payable $ 537,056 $ 552,618
Accrued Expenses 51,181 192,066
Note Payable to Stockholder -- 754,671
Other Current Liabilities 86,826 59,365
----------- -----------
Total Current Liabilities 675,063 1,558,720

Note Payable to Stockholder 980,720 --
----------- -----------

Total Liabilities 1,655,783 1,558,720
----------- -----------

Commitments and Contingencies -- --

Stockholders' Equity:
Common Stock, $.01 par value; authorized 20,000,000
shares; issued and outstanding: 17,201,833 in 1999
and 17,016,833 in 1998 172,018 170,168
Additional Paid-in Capital 3,368,954 3,320,804
Accumulated Deficit (660,462) (629,928)
Treasury Shares, at Cost; 4,500 shares in 1999 (10,982) --
----------- -----------
2,869,528 2,861,044

Less: Notes Receivable from Stockholders (28,405) (31,620)
----------- -----------

Total Stockholders' Equity 2,841,123 2,829,424
----------- -----------

$ 4,496,906 $ 4,388,144
=========== ===========
</TABLE>

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

F-4

<PAGE> 30

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
------------ ------------

<S> <C> <C>
Sales $ 6,813,333 $ 3,283,825

Cost of Sales 4,367,382 2,106,581
------------ ------------

Gross Profit 2,445,951 1,177,244

Selling, General and Administrative Expenses 2,343,434 1,704,859
------------ ------------

Operating Profit (Loss) 102,517 (527,615)
------------ ------------

Other Income (Expense):
Interest Expense (110,534) (172,027)
Interest Income 11,373 20,737
------------ ------------

Total Other Income (Expense) (99,161) (151,290)
------------ ------------

Income(Loss) Before Provision for Taxes 3,356 (678,905)

Provision for Taxes 33,890 --
------------ ------------

Net loss $ (30,534) $ (678,905)
============ ============

Weighted average shares of common stock outstanding 17,046,285 16,606,025
============ ============

Net loss per share of common stock (basic and diluted) $ (0.00) $ (0.04)
============ ============
</TABLE>

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

F-5

<PAGE> 31

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
COMMON STOCK
------------------------
NOTES
TREASURY RECEIVABLE
ADDITIONAL RETAINED SHARES FROM
SHARES AMOUNT PAID-IN CAPITAL EARNINGS/(DEFICIT) AT COST STOCKHOLDERS TOTAL
------ ------ --------------- ------------------ -------- ------------ -----------

<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 1, 1997 16,401,000 $ 164,010 $ 2,716,296 $ 48,977 $ -- $ (31,620) $ 2,897,663

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) -- (31,620) 2,829,424

Issuance of stock for
cash 185,000 1,850 48,150 -- -- -- 50,000

Purchase of 4,500 shares
of stock for cash -- -- -- -- (10,982) -- (10,982)

Repayments on Notes
Receivable from
Stockholders -- -- -- -- -- 3,215 3,215

Net loss -- -- -- (30,534) -- -- (30,534)
--------- --------- ---------- --------- --------- --------- -----------

Balance at June 30, 1999 17,201,833 $ 172,018 $3,368,954 $(660,462) $ (10,982) $ (28,405) 2,841,123
========== ========= ========== ========= ========= ========= ===========
</TABLE>

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

F-6

<PAGE> 32

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
---------- ------------

<S> <C> <C>
Cash flows from operating activities:
Net loss $ (30,534) $ (678,905)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation 32,367 23,606
Amortization 75,618 26,420
Change in assets and liabilities, net of effects of business
acquisitions:
Accounts Receivable (456,734) (634,862)
Inventory 305,200 (2,149,020)
Prepaid Expenses and Other Current Assets 16,483 (40,064)
Other Assets, net (3,070) 48,029
Accounts Payable (15,562) 455,477
Accrued Expenses (140,885) 190,051
Other Liabilities 27,461 (2,343)
---------- -----------

Net cash used by operating activities (189,656) (2,761,611)
---------- -----------

Cash flows from investing activities:
Purchase of Property and Equipment (62,326) (128,263)
Cash in public entity in connection with reverse acquisition -- 582,660
Cash paid for Licenses (11,950) (25,000)
Cash paid for Treasury Shares (10,982)
Cash received from Notes Receivable from Stockholders 3,215
Cash used in business acquisition net of cash acquired -- (182,963)
---------- -----------

Net cash provided by(used in) investing activities (82,043) 246,434
---------- -----------
</TABLE>

(Continued)

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

F-7

<PAGE> 33

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
--------- -----------
<S> <C> <C>
Cash flow from financing activities
Net proceeds from Notes Payable to Stockholder 226,049 754,671
Proceeds from issuance of Common Stock 50,000 2,275,000
--------- -----------

Net cash provided by financing activities 276,049 3,029,671

Increase in cash 4,350 514,494

Cash and cash equivalents at beginning of year 514,494 --
--------- -----------

Cash and cash equivalents at end of year $ 518,844 $ 514,494
========= ===========

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

Cash Payments for:
Income taxes $ 26,020 $ --
========= ===========
Interest $ 255,699 $ --
========= ===========
</TABLE>

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

F-8

<PAGE> 34

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 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 Delaware 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 reorganization). 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 entity's year-end.
For accounting purposes, the transaction was treated 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. The recapitalization has been given retroactive effect to July 1,
1997.

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
International, 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. The fair value of these financial instruments
and notes payable approximate their carrying values.

RECLASSIFICATIONS

Certain amounts for June 30, 1998 have been reclassified to conform to the
current year classifications.

F-9

<PAGE> 35

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

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, which consist of goods held for resale, 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.

COST IN EXCESS OF NET TANGIBLE ASSETS ACQUIRED

Cost in excess of net tangible assets acquired is the difference between the
purchase price paid and liabilities assumed over the estimated fair market value
of assets acquired. Cost in excess of net tangible assets acquired in connection
with acquisitions is amortized using the straight-line method over 15 years.
Amortization expense relating to cost in excess of net tangible assets amounted
to $36,542 and $7,590 for the years ended June 30, 1999 and 1998. On an on-going
basis management reviews recoverability, the valuation and amortization of cost
in excess of net tangible assets. As a part of this review, the Company
considers the undiscounted projected future net cash flows in evaluating the
recoverability of cost in excess of net tangible assets. If the undiscounted
future net cash flows were less than the stated value, cost in excess of net
tangible assets would be written down to fair value.

F-10

<PAGE> 36

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 relating to license agreements
was $37,622 and $12,408 for the year ended June 30, 1999 and 1998, respectively.

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 excess, if any, of the fair
value of the stock on the date of grant over the amount to be paid 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. See Note 8.

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. Advertising expense approximated $489,000 and
$337,000 for the years ended June 30, 1999 and 1998, respectively.

F-11

<PAGE> 37

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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. Loss per share for fiscal
1998 has been restated from the previously reported of $.09, to properly reflect
the capital structure of DSSI for the entire year. 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.

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 retained earnings at July 1, 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 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.

F-12

<PAGE> 38

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
1999 1998
---------- ---------

<S> <C> <C>
Displays $ 1,237 $ 1,237
Leasehold improvements 6,178 6,178
Fixtures and equipment 230,255 167,927
Automobile 11,700 11,700
--------- ---------

Total property and equipment 249,370 187,042
Less accumulated depreciation (98,785) (66,416)
--------- ---------

Property and equipment, net $ 150,585 $ 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, which was paid in full in Fiscal Year 1999 and
totaled $145,165 at June 30, 1998, and is included in accrued expenses for the
period ended June 30, 1998. On March 31, 1999 the note payable to stockholder
was renewed with a maturity date of April 30, 2001.

6 - FEDERAL INCOME TAXES

CPI and its subsidiaries file separate income tax returns. Deferred tax assets
and liabilities consist of the following:

<TABLE>
<CAPTION>
JUNE 30,
-----------------------------
1999 1998
----------- -----------
<S> <C> <C>
Deferred tax assets
Accrued expenses $ -- $ 65,222
Net operating loss carry forward 714,000 656,000
Other 5,018 17,399
--------- ---------
Total deferred tax assets 719,018 738,621
Valuation allowance (719,018) (738,621)
--------- ---------
Net deferred tax assets $ -- $ --
========= =========
</TABLE>

F-13

<PAGE> 39

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

6 - FEDERAL INCOME TAXES (Continued)

The Company has provided a valuation allowance against deferred tax assets
because their recovery is uncertain. Following is a reconciliation of income
taxes at the federal statutory rate to income tax expense:

<TABLE>
<CAPTION>
JUNE 30,
----------------------------
1999 1998
----------- -----------

<S> <C> <C>
Tax benefit at statutory rate $ 1,114 $ 230,828
Loss for which benefits were not used (1,114) (230,828)
Taxes attributable to filing on
a separate return basis 23,896 --
State income taxes 9,994 --
-------- ---------
Income tax expense $ 33,890 $ --
======== =========
</TABLE>

At June 30, 1999, the Company had net operating loss carryovers of approximately
$2,100,000, of which approximately $900,000 were carryforwards of DSSI. Because
of the ownership change rules, use of the DSSI carryforwards are limited to
approximately $80,000 per year.

The carryovers of CPI and its subsidiaries expire from 2013 through 2019. The
DSSI carryovers expire through 2011.

F-14

<PAGE> 40

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

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 in full subsequent to June 30, 1998. See Note 5
regarding stockholders loans.

8 - STOCK OPTIONS AND WARRANTS

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 options were
granted, exercised or canceled during the year ended June 30, 1998, and
approximately 185,000 shares were exercised and no additional shares were
granted or cancelled under the terms of this plan during the year ended June 30,
1999.

On December 11, 1998, the Company's stockholders approved a new stock option
plan, ("1998 Collegiate Pacific Inc. Stock Option Plan"). The new plan
authorizes the Company's Board of Directors to grant employees, directors and
consultants of the Company up to an aggregate of 2,000,000 shares of the
Company's common stock, $0.01 par value per share. Pursuant to the approval of
the stock option plan by the Company's stockholders, the Company's Board of
Directors on February 24, 1999 granted 207,500 shares to employees and
non-employee directors of the Company at the closing price of the Company's
common stock, which was $1.88. These options vested at date of grant.

F-15

<PAGE> 41

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

8- STOCK OPTIONS AND WARRANTS (Continued)

A summary of the Company's option and warrant activity for the years ended June
30, 1998 and 1999 follows:

<TABLE>
<CAPTION>
OPTIONS
WARRANTS ISSUED TO WARRANTS ISSUED TO WEIGHTED
DIRECTORS, OFFICERS ISSUED TO OFFICERS AND AVERAGE
AND EMPLOYEES OTHER PARTIES EMPLOYEES EXERCISE PRICE
------------- ------------- --------- --------------

<S> <C> <C> <C> <C>
Outstanding at June 30, 1997 144,681 271,348 345,000 $ 1.67

Options and warrants expired (144,681) (271,348) -- --
-------- -------- -------- ------

Outstanding and exercisable at June 30, 1998 -- -- 345,000 0.40

Options and warrants granted -- -- 207,500 1.88

Options and warrants exercised -- -- (185,000) 0.27

Options and warrants expired -- -- -- --
------- ------- -------- ------

Outstanding and exercisable at June 30, 1999 -- -- 367,500 $ 1.24
======= ======= ======== ======
</TABLE>

The weighted average fair value of options granted in Fiscal 1999 was $1.23 per
share.

The Company has adopted the disclosure provisions of Statement No. 123, as
discussed in Note 2, and continues to apply Opinion 25 for stock options granted
to employees. If the Company had recognized compensation expense based upon the
fair market at the date of grant for options granted to employees, the effect on
net loss and loss per share for the year ended June 30, 1999 would have been as
follows:

<TABLE>
<S> <C>
Net loss
As reported $ (30,534)
Pro forma (285,000)
Loss per common share
As reported $ --
Pro forma (0.02)
</TABLE>

The fair value of these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions: expected volatility of 140%; risk free interest rate of 5.50%; no
dividend yield; and expected lives of seven years.

F-16

<PAGE> 42

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

8 - STOCK OPTIONS AND WARRANTS (Continued)

The following table summarizes additional information about stock options at
June 30,1999:

<TABLE>
<CAPTION>
OUTSTANDING AND EXERCISABLE
------------------------------------------
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE
CONTRACTUAL LIFE EXERCISE
EXERCISE PRICE SHARES (IN YEARS) PRICE
-------------- ------ ---------- -----

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, and $107,000 for the year ended June 30, 1999.

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

<TABLE>
<S> <C>
2000 $ 94,890
2001 104,000
2002 105,000
2003 8,750
---------

$ 312,640
=========
</TABLE>

F-17

<PAGE> 43

COLLEGIATE PACIFIC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998

10 - SUBSEQUENT EVENTS (UNAUDITED)

On September 14, 1999 the Company agreed to terms for a new $2,000,000 Revolving
Line of Credit with Chase Bank of Texas, N.A. The new Revolving Line of Credit
will allow the Company to borrow funds based upon certain percentages of
accounts receivable and inventories. The Revolving Credit Facility matures on
October 31, 2001 and includes a provision for letters of credit. Borrowings
under the Revolving Line of Credit will bear interest at the prevailing Prime
Rate plus 1/4% or LIBOR plus 2-1/2%. The Note Payable to Stockholder is
subordinate to the Revolving Line of Credit, and the Revolving Line of Credit is
partially guaranteed by the Stockholder holding the existing Note Payable.

F-18
<PAGE> 44

COLLEGIATE PACIFIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
September 30, 1999 June 30, 1999
------------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 83,183 $ 518,844
Accounts receivable, net of the allowance for doubtful accounts of
$46,306 and $38,806, respectively 798,545 1,142,708
Inventories 2,444,287 1,843,820
Prepaid expenses and other assets 188,294 23,581
------------------ -------------
Total Current Assets 3,514,309 3,528,953

PROPERTY AND EQUIPMENT 261,806 249,370
Less accumulated depreciation (108,661) (98,785)
------------------ -------------
153,145 150,585

OTHER ASSETS
License agreements, net of accumulated amortization of $60,331 and
$50,030, respectively 243,285 253,586
Cost in excess of net tangible assets acquired, net of accumulated
amortization of $51,069 and $42,373, respectively 500,678 509,373
Other assets, net 54,523 54,409
------------------ -------------
$ 4,465,940 $ 4,496,906
================== =============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 234,003 $ 537,056
Accrued expenses and other current liabilities 61,733 51,181
Other current liabilities 50,969 86,826
------------------ -------------
Total Current Liabilities 346,705 675,063

Note Payable 392,096 --
Note Payable - Stockholder 994,208 980,720
------------------ -------------
Total Liabilities 1,733,009 1,655,783

STOCKHOLDERS' EQUITY
Common Stock, $.01 par value; authorized 20,000,000 shares;
issued and outstanding: 17,341,833 and 17,201,833, respectively 173,418 172,018
Additional paid-in capital 3,410,679 3,368,954
Accumulated deficit (822,109) (660,462)
Treasury shares, at cost; 7,300 and 4,500 shares, respectively (17,932) (10,982)
------------------ -------------
2,744,056 2,869,528
Less: Notes receivable from stockholders (11,125) (28,405)
------------------ -------------
Total Stockholder's Equity 2,732,931 2,841,123
------------------ -------------
$ 4,465,940 $ 4,496,906
================== =============
</TABLE>

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

F-19

<PAGE> 45

COLLEGIATE PACIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
Three months ended
September 30,
------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Sales $ 1,815,553 $ 1,359,988
Cost of sales 1,189,012 924,245
------------ ------------
Gross profit 626,541 435,743

Selling, general and administrative expenses 758,486 478,320
------------ ------------
Operating loss (131,945) (42,577)

Other income (expenses)
Interest expense (31,167) (23,179)
Interest and other income, net 1,465 2,131
------------ ------------
Loss before income taxes (161,647) (63,625)

Provision for income taxes -- --
------------ ------------
Net loss $ (161,647) $ (63,625)
============ ============

Net loss per share - basic and diluted $ (0.01) $ (0.00)
============ ============

Shares used in computing net loss per share (basic and diluted) 17,267,896 17,024,525
</TABLE>

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

F-20

<PAGE> 46

COLLEGIATE PACIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
Three months ended
September 30,
------------------------
1999 1998
--------- ---------
<S> <C> <C>
Operating activities
Net loss $(161,647) $ (63,625)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 29,676 24,797
Changes in operating assets and liabilities (750,292) (359,573)
--------- ---------
Net cash used in operating activities (882,263) (398,401)

Investing activities
Purchase of property and equipment (12,437) (2,517)
Cash paid for treasury shares (6,950) --
Cash received for note receivable from stockholders 17,280 --
--------- ---------
Net cash used in investing activities (2,107) (2,517)
--------- ---------

Financing activities
Proceeds from borrowings 405,584 51,183
Proceeds from issuance of common stock 43,125 58,742
--------- ---------
Net cash provided by financing activities 448,709 109,925
--------- ---------

Net decrease in cash and cash equivalents (435,661) (290,993)

Cash and cash equivalents at beginning of period 518,844 514,494
--------- ---------

Cash and cash equivalents at end of period $ 83,183 $ 223,501
========= =========
</TABLE>

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

F-21

<PAGE> 47

NOTE 1 - GENERAL AND BACKGROUND

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles ("GAAP")
for interim financial information. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial statements.
The condensed consolidated financial statements as of September 30, 1999 and
1998 are unaudited and reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim period. The condensed financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto, for the year ended June 30, 1999 together with management's
discussion and analysis of financial condition and results of operations,
contained in the Form 10-KSB filed with the Securities and Exchange Commission.
The results of operations for the three months ended September 30, 1999 are not
necessarily indicative of the results for the entire fiscal year.

The consolidated financial statements for the periods ended September 30, 1999
and 1998 include the accounts of Collegiate Pacific, Inc. ("CPI") and its wholly
owned subsidiaries Product Merchandising, Inc. ("PMI") and Vantage Products
International, Inc. ("VPI") (collectively referred to as the "Company"). See
Note 2.

NOTE 2 - RELATED PARTY TRANSACTION

During the three months ended September 30, 1999, the Company purchased certain
inventory from a manufacturing supplier which is also owned by the majority
stockholder of the Company. Purchases for the period from the manufacturing
supplier were approximately $375,000 for the period and the Company had no
outstanding payable to the supplier at the end of the period.

NOTE 3 - NOTE PAYABLE TO STOCKHOLDER

The note payable to stockholder (also the president of the Company) is
uncollateralized and bears interest at an annual rate of 12%. The note was due
on demand. On March 31, 1999, the note was converted to a long-term obligation
due April 10, 2001. All interest on this note was paid current as of September
30, 1999.

NOTE 4 - NOTE PAYABLE

On September 14, 1999 the Company agreed to terms for a $2,000,000 Revolving
Line of Credit with Chase Bank of Texas, N.A. The Revolving Line of Credit will
allow the Company to borrow funds based upon certain percentages of accounts
receivable and inventories. The revolving Line of Credit matures on October 31,
2001 and includes a provision for letters of credit. Borrowings under the
Revolving Line of Credit will bear interest at the prevailing Prime Rate plus
1/4% or Libor plus 2 1/2%. The Note Payable to Stockholder is subordinate to the
Revolving Line of Credit, and the Revolving Line of Credit is partially
guaranteed by the Stockholder holding the existing Note Payable.

F-22

<PAGE> 48

PART II

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

II-1
<PAGE> 49

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following sets forth information as of June 30, 1999 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 Michael
Blumenfeld and Adam Blumenfeld.

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) 67,500 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) 67,500 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.

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.

On September 2, 1998, Mr. Stephen Turner was issued 25,000 shares of
Common Stock in conjunction with the exercise of options issued under the terms
of the DSSI stock option plan of 1994.

II-2
<PAGE> 50
On June 14, 1999, Mr. Joseph Shaya was issued 150,000 shares of Common
Stock in conjunction with the exercise of options issued under the terms of the
DSSI stock option plan of 1994.

On June 14, 1999, Mr. Jeffery M. Bachrach was issued 10,000 shares of
Common Stock in conjunction with the exercise of options issued under the terms
of the DSSI stock option plan of 1994.

On July 14, 1999, Mr. Kenneth Carpenter was issued 10,000 shares of
Common Stock in conjunction with the exercise of options issued under the terms
of the DSSI stock option plan of 1994.

On July 21, 1999, Mr. Robert G. Wallace was issued 50,000 shares of
Common Stock in conjunction with the exercise of options issued under the terms
of the DSSI stock option plan of 1994.

On July 27, 1999, Mr. Anthony I. Newman was issued 25,000 shares of
Common Stock in conjunction with the exercise of options issued under the terms
of the DSSI stock option plan of 1994.

On July 28, 1999, Mr. Jeff Davidowitz was issued 25,000 shares of
Common Stock in conjunction with the exercise of options issued under the terms
of the DSSI stock option plan of 1994.

On August 6, 1999, Ms. Cora Lundberg was issued 5,000 shares of
Common Stock in conjunction with the exercise of options issued under the terms
of the 1998 Collegiate Pacific, Inc. Stock Option Plan.

On September 13, 1999, Mr. Patrick J. Brennen was issued 25,000 shares
of Common Stock in conjunction with the exercise of options issued under the
terms of the DSSI stock option plan of 1994.

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.

ITEM 27. EXHIBITS.

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

II-3
<PAGE> 51
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form SB-2 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on December 22, 1999.

COLLEGIATE PACIFIC INC.

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

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>
*By: /s/ MICHAEL J. BLUMENFELD Chairman, President, Chief Executive December 22, 1999
------------------------- Officer, and Director
Michael J. Blumenfeld (Principal Executive Officer)

* Chief Operating Officer and Director December 22, 1999
- ------------------------------------
Arthur J. Coerver

* Director December 22, 1999
- ------------------------------------
Jeff Davidowitz

* Director December 22, 1999
- ------------------------------------
Robert W. Philip

* Director December 22, 1999
- ------------------------------------
William A. Watkins, Jr.
</TABLE>

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.

<TABLE>
<S> <C> <C>
/s/ Harvey Rothenberg
- ------------------------------------ Vice President Marketing and Director December 22, 1999
Harvey Rothenberg

/s/ William R. Estill Chief Financial Officer, Secretary, and December 22, 1999
- ------------------------------------ Treasurer (Principal Accounting and
William R. Estill Financial Officer)

</TABLE>

II-4
<PAGE> 52

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. (1)
2.2 Stock Purchase Agreement dated August 18, 1997 with Michael J. Blumenfeld. (2)
2.3 Agreement and Plan of Merger dated July 20, 1999 for the reincorporation of the
Company in Delaware. (3)
3.1 Intentionally omitted.
3.2 Intentionally omitted.
3.3 Intentionally omitted.
3.4 Intentionally omitted.
3.5 Intentionally omitted.
3.6 Intentionally omitted.
3.7 Copy of Articles of Incorporation of the Company filed on December 15, 1998. (4)
3.8 Copy of Certificate of Merger of the Company filed on July 20, 1999. (4)
3.9 Copy of By-Laws of the Company. (4)
4.1 Intentionally omitted.
4.2 Specimen Certificate of Common Stock, $0.01, par value, of the Company. (4)
5.1 Opinion of Hughes & Luce, L.L.P. (5)
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. (6)
10.2 Proof of Redeemable Warrant expiring June 3, 1996 of the Company. (6)
10.3 Form of Underwriter's Unit Purchase Warrant of the Company. (7)
10.4 Form of Underwriter's Warrant of the Company. (7)
10.5 Copy of the 1988 Stock Option Plan of the Company. (8)
10.6 Copy of the 1994 Stock Option Plan of the Company. (9)
10.7 Copy of Employee Restricted Stock Plan of the Company. (10)
10.8 Copy of Lease dated July 1, 1997 between the Company, as tenant, and Post-Valwood,
Inc., as landlord. (11)
10.9 Copy of exclusive Distribution Agreement dated February 24, 1998, between the
Company and Equipmart, Inc. (11)
10.10 Copy of exclusive Distribution Agreement dated March 7, 1998, between the Company
and FunNets, Inc. (11)
10.11 Copy of exclusive Distribution Agreement dated March 21, 1998, between the Company
and Pro Gym Equipment, Inc. (11)
10.12 Copy of the Stock Acquisition Agreement dated April 14, 1998, between the Company
and Product Merchandising, Inc. (11)
10.13 Copy of the Agreement and Plan of Merger dated May 31, 1998, between the Company
and Vantage Products International, Inc. (11)
10.14 Copy of the 1998 Collegiate Pacific Inc. Stock Option Plan. (3)
10.15 Copy of Credit Agreement, dated as of June 30, 1999, between Chase Bank of Texas,
National Association, and the Company for a $2,000,000 line of credit, and related
documents. (12)
10.16 Copy of the Promissory Note dated March 31, 1999 from the Company to Michael J.
Blumenfeld in the principal amount of $1,082,648.75. (12)
23.1 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1) (5)
23.2 Consent of SUTTON FROST LLP
23.3 Consent of GRANT THORNTON LLP
24.1 Power of Attorney (included in Part II of this Registration Statement)
</TABLE>

<PAGE> 53

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

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

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

(3) Filed as an exhibit to the Company's Definitive Proxy Statement for its
Annual meeting held on December 11, 1998.

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

(5) Filed as an exhibit to the Company's Registration Statement on Form
SB-2, File No. 333-64471.

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

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

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

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

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

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

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

<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
January 14, 2000

<PAGE> 1
EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in Form SB-2, Registration Statement under the Securities
Act of 1933, of Collegiate Pacific, Inc. of our report dated August 25, 1999, on
the consolidated financial statements of Collegiate Pacific, Inc. and
Subsidiaries as of June 30, 1999 and for the year then ended, and to the use of
our name, as it appears under the heading "Experts".

GRANT THORNTON LLP

Dallas, Texas

January 13, 2000