8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2006

Action Products International, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-13118	59-2095427
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1101 N. Keller Road, Suite E

Orlando, Florida 32810

(Address of principal executive office, including zip code)

(407) 481-8007

(Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

    Extend Term of Warrants

On July 31, 2006, our Board of Directors extended the term of the warrants that were due to expire on January 31, 2007 at 5:00 PM (Eastern time). As a result of the changes, the warrants are exercisable at $3.25 per share until January 31, 2007 and $3.75 per share from February 1, 2007 until January 31, 2008. The new expiration date is January 31, 2008 at 5:00 PM (Eastern time). There were no other changes in the terms of the warrants. The warrants were distributed on July 20, 2006 by Action Products to its shareholders of record on January 18, 2006.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired: None

(b) Pro Forma Financial Information: None

(c) Exhibits:

Exhibit No.	Description
10.1	First Amendment dated July 31, 2006 to the Warrant Agreement dated June 16, 2006 by and between Action Products International, Inc. and Registrar and Transfer Company.
99.1	Press Release dated July 31, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

ACTION PRODUCTS INTERNATIONAL, INC.
By:	/s/ JOHN OLIVER
	John Oliver Chief Financial Officer

Date: August 1, 2006

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

WARRANT AGREEMENT

This FIRST AMENDMENT TO THE WARRANT AGREEMENT, dated July 31, 2006, (the “Amendment”) hereby amends the Warrant Agreement dated June 16, 2006 (the “Agreement”) by and between ACTION PRODUCTS INTERNATIONAL, INC., a Florida corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, as Warrant Agent (the “Warrant Agent”) as follows:

WHEREAS, on July 20, 2006 (the “Effective Date”), the Securities and Exchange Commission declared effective a registration statement under the Securities Act of 1933, as amended, covering the offer and sale of the Common Shares issuable upon exercise of the Warrants; and

WHEREAS, the Exercise Price of the Warrants under the Agreement is (a) $3.25 per Common Share, if the Exercise Date is after the Effective Date but on or before the date six (6) months after the Effective Date, and (b) $3.75 per Common Share, if the Exercise Date is after the date six (6) months after the Effective Date but on or before the Expiration Date, subject to the terms and provisions of the Agreement; and

WHEREAS, the Expiration Date of the Warrants under the Agreement may be erroneously deemed to be 5:00 p.m. (Eastern time) on January 31, 2007, notwithstanding the definition of “Expiration Date” under Section 1 of the Agreement, subject to the terms and provisions of the Agreement; and

WHEREAS, the Company and the Warrant Agent desire to clarify that the Expiration Date is July 20, 2007, the date one (1) year after the Effective Date, as set forth in Section 1, of the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth and for the purpose of clarifying the terms and provisions of the Warrants and the Agreement, the Company and the Warrant Agent hereby amend the Agreement as follows:

1. The Second “WHEREAS” clause is hereby amended as follows:

“WHEREAS, the Warrants shall be exercisable from the date the Securities and Exchange Commission declares effective a registration statement under the Securities Act of 1933, and amended (the “1933 Act”) covering the offer and sale of the Common Shares issuable upon exercise of the Warrants (the “Effective Date”) until January 31, 2008, unless earlier redeemed as provided herein; and”

2. The definitions of “Exercise Price” and “Expiration Date” in Section 1 are hereby amended as follows:

“Exercise Price” shall mean (a) $ 3.25 per Common Share, if the Exercise Date is after the Effective Date but on or before January 31, 2007, and (b) $3.75 per Common Share, if the Exercise Date is after January 31, 2007 but on or before the Expiration Date, subject to modification and adjustment as provided in Section 8.

“Expiration Date” shall mean, unless the Warrants are redeemed as provided in Section 9 hereof prior to such date, 5:00 p.m. (Eastern time) on January 31, 2008.

2. The Warrant Certificates shall be deemed to be amended such that the Expiration Date is January 31, 2008 in accordance with this Amendment, notwithstanding that Warrant Certificates heretofore or hereafter issued may continue to express an Expiration date of January 31, 2007.

3. This Amendment is made pursuant to Section 12(ii) of the Agreement not requiring approval of any holders of the Warrants.

4. Section 13 shall be amended such that any notices that shall be sent to the Company shall be copied only as follows: Tarter Krinsky & Drogin LLP, 470 Park Avenue South, 14th Floor, New York, New York 10016, Attn: James G. Smith, Esq. , Phone: (212) 481-8585

5. All other terms, conditions and provisions of the Agreement, except as otherwise amended by this Amendment, shall remain in full force and effect. Capitalized terms not otherwise defined herein shall have the meanings as defined in the Agreement.

6. This Amendment may be executed in several counterparts, which taken together shall constitute a single document.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

ACTION PRODUCTS INTERNATIONAL, INC.
By:	/S/ Ronald S. Kaplan
	Ronald S. Kaplan Chief Executive Officer

REGISTRAR AND TRANSFER COMPANY
By:	/S/ William P. Tatler
	William P. Tatler Vice President

EX-99.1

Exhibit 99.1

Action Products International Revises Warrant Terms

ORLANDO, FL—(MARKET WIRE)—July 31, 2006—Action Products International, Inc. (Nasdaq CM:APII - News) - Today the Board of Action Products elected to extend the term of the warrants that were due to expire on January 31, 2007 at 5:00 PM (Eastern time). As a result of the changes, the warrants are exercisable at $3.25 per share until January 31, 2007 and $3.75 per share from February 1, 2007 until January 31, 2008. The new expiration date is January 31, 2008 at 5:00 PM (Eastern time). There were no other changes in the terms of the warrants. The warrants were distributed on July 20, 2006 by Action Products to its shareholders of record on January 18, 2006.

Contacts: Adam Ben-Evi, SBW Alliance Group 407-574-7309 Premier Funding & Financial Marketing Services 480 649-8224 Kelly Black, President, kblack@premierfundingservice.com Heather Kerwin, Investor Relations, hkerwin@premierfundingservice.com