8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A-1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2008

Action Products International, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-13118	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 1.01 Entry into a Material Definitive Agreement

On July 20, 2006, we made a distribution to our shareholders of one warrant for each common share owned on January 18, 2006, each warrant, as modified, entitling the owner to purchase one common share at an exercise price of $3.25 per share through January 31, 2008 or $3.75 per share from February 1, 2008 until January 31, 2010.

As previously reported on Form 8-K filed on January 31, 2008, at the January 30, 2008 meeting of our Board of Directors, our Board extended the expiration dates of the warrants such that the warrants will allow the holders for each warrant owned to purchase one common share at an exercise price of $3.25 per share until January 31, 2009 or $3.75 per share from February 1, 2009 until January 31, 2011.

On February 12, 2008, we entered into the Third Amendment to the Warrant Agreement with our transfer and warrant agent, Registrar and Transfer Company, reflecting the extension of the warrants. A copy of the Third Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K/A-1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired: None

(b) Pro Forma Financial Information: None

(c) Exhibits:

Exhibit No.	Description
10.1	Third Amendment to the Warrant Agreement dated February 12, 2008 by and between Action Products International, Inc. and Registrar and Transfer Company.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K/A-1 to be signed on its behalf by the undersigned hereunto duly authorized.

ACTION PRODUCTS INTERNATIONAL, INC.
By:	/s/ ROBERT L. BURROWS
	Robert L. Burrows Chief Financial Officer
	Date: February 15, 2008

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EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO

WARRANT AGREEMENT

THIS THIRD AMENDMENT TO THE WARRANT AGREEMENT, dated February 12, 2008, (the “Third Amendment”) hereby amends the Warrant Agreement dated June 16, 2006, as amended, (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 January 30, 2008, the Board of Directors of the Company extended the expiration dates of the Warrants such that the Warrants will allow the holders thereof to purchase one common share at an exercise price of $3.25 per share until January 31, 2009 and $3.75 per share from February 1, 2009 until January 31, 2011; and

WHEREAS, the Company and the Warrant Agent desire to amend the Agreement, as amended, to reflect the extension.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth and for the purpose of amending 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, 2011, 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, 2009, and (b) $3.75 per Common Share, if the Exercise Date is after January 31, 2009 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, 2011.

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3. The Warrant Certificates shall be deemed to be amended such that the Expiration Date is January 31, 2011 in accordance with this Third Amendment, notwithstanding that Warrant Certificates heretofore or hereafter issued may continue to express an Expiration date of January 31, 2007.

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

5. 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, 1350 Broadway, New York, New York 10018, Attn: James G. Smith, Esq., Phone: (212) 216-8000.

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

7. This Third 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 Third 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

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