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): December 04, 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 4.01 Changes in Registrant’s Certifying Accountant.

As described in Items 4.01(a) and (b) below, Action Products International, Inc. (the “Company”), has dismissed Moore Stephens Lovelace P.A. (“MSL”) as the Company’s independent registered public accounting firm and engaged Berman Hopkins, Wright & LaHam, CPAs and Associates, LLP (“Berman Hopkins”) as its new independent registered public accounting firm. As described in the fourth paragraph of Item 4.01(a) below, the change in independent registered public accounting firms is not the result of any disagreement with MSL.

Item 4.01 (a) Previous Independent Accountants

(i) On December 04, 2008, the Company dismissed MSL as its independent registered public accounting firm.

(ii) The audit reports of MSL on the consolidated financial statements as of and for the fiscal years ended December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

(iii) On December 03, 2008, the Company’s Audit Committee approved the change of independent accountants.

(iv) For the fiscal years ended December 31, 2007 and 2006 and the interim period ended September 30, 2008, there have been no disagreements with MSL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MSL would have caused them to make reference thereto in their reports on financial statements for such periods.

(v) During the fiscal year ended December 31, 2007 and the interim period ended September 30, 2008, there have been no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

A letter from MSL is attached as Exhibit 16.1 to this Form 8-K.

Item 4.01 (b) New Independent Accountants

On December 04, 2008, the Company engaged Berman Hopkins as the Company’s independent registered public accounting firm. The Audit Committee made the decision to engage Berman Hopkins. The Company has not consulted with Berman Hopkins during its two most recent fiscal years or during any subsequent interim period prior to its appointment as auditor regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

In deciding to select Berman Hopkins, the Audit Committee considered Berman Hopkins’ experience and expertise in auditing the financial statements of public companies. The Audit Committee concluded that Berman Hopkins has no commercial relationship that would impair its independence and had the appropriate expertise that the Company required regarding its current operations.

The Company issued a press release announcing its selection of Berman Hopkins. A copy of the Company’s press release dated December 08, 2008 is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
16.1	Letter from MSL, dated December 08, 2008.
99.1	APII Announces New Firm to Provide Audit Services, dated December 08, 2008.

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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/    ROBERT BURROWS
	Robert Burrows Chief Financial Officer
Date:	December 08, 2008

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EX-16.1

Exhibit 16.1

December 8, 2008

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Gentlemen:

We have read Item 4.01(a) of Form 8-K dated December 4, 2008, of Action Products International, Inc. and are in agreement with the statements contained in paragraphs (i), (ii), (iv) and (v) on pages 1 and 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/    Moore Stephens Lovelace, P.A.

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EX-99.1

Exhibit 99.1

Action Products International, Inc. Announces New Firm to Provide Audit Services

APII Selects Berman Hopkins, Wright & LaHam, CPAs and Associates, LLP

Orlando, FL. (December 08, 2008) — Action Products International, Inc. (NasdaqCM: APII) today announced that the Audit Committee of its Board of Directors has selected Berman Hopkins, Wright & LaHam, CPAs and Associates, LLP to serve as its independent registered public accounting firm. Berman Hopkins replaces the company’s previous independent registered accountants, Moore Stephens Lovelace, P.A.

“We want to thank Moore Stephens for its dedicated service over the past years,” said Rob Burrows, APII chief financial officer. “Moore Stephens provided quality services, with no disagreements on accounting or disclosure issues. As part of management’s ongoing efforts to control costs, quotes were solicited from competitive firms. After careful consideration, the Audit Committee concluded Berman Hopkins is able to provide quality services at a decreased cost in the future.”

About Action Products International, Inc.

Action Products International, Inc. (“APII”) is a global manufacturer and distributor of brand-focused consumer products with award winning brands in the educational toys and crafts product segment. Headquartered in Orlando, Florida, APII’s product line includes action figures, play-sets, activity kits and premium wooden toys that emphasize educational fun within the themes of arts and crafts, nature and science. Action Toy Company products are distributed to and sold by more than two thousand retail stores worldwide. For more information about the Action Toy Company, please visit our websites at www.apii.com and www.actiontoycompany.com

About Berman Hopkins, Wright & LaHam, CPAs and Associates, LLP

Berman Hopkins is the largest independently and locally owned CPA and business consulting firm in Central Florida. In 2008, the firm celebrated 50 years of creating and providing solutions to its clients. Berman Hopkins, has a wide variety of clients ranging from family-owned businesses to publicly held entities. Berman Hopkins’ provides audit and tax services at the national, state and local levels. Berman Hopkins can also draw on a large array of financial and tax resources both domestically and internationally through a group of affiliated firms within IGAF (International Group of Accounting Firms).

Safe Harbor Forward-Looking Statements

Statements contained in this release that are not strictly historical are “forward-looking statements.” Such forward-looking statements are sometimes identified by words such as “intends,” “projects,” “anticipates,” “believes,” “expects” and “hopes.” The forward-looking statements are made based on information available as of the date hereof, and APII assumes no obligation to update such forward-looking statements. Editors and investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause APII’s actual results to differ materially from those in these forward-looking statements. Such risks and uncertainties include but are not limited to demand for APII’s products and services, APII’s ability to continue to develop markets, general economic conditions, APII’s ability to secure additional financing and other factors that may be more fully described in APII’s reports to shareholders and periodic filings with the Securities and Exchange Commission.

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Contact:

Neil Swartz

CEO and Chariman

Email: NSwartz@APII.com

Phone: 1.407.481.8007

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