Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those shares of common stock that remain unsold, as further described herein.

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     Effective immediately upon the filing of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-111926) filed on January 14, 2004 (the “Registration Statement”), Action Performance Companies, Inc. (the “Registrant”) hereby deregisters 171,215 shares previously registered for sale pursuant to the Registration Statement. On December 1, 2005, the Registrant held a special meeting of shareholders at which Registrant shareholders approved and adopted the Agreement and Plan of Merger, dated as of August 29, 2005, among SMISC, LLC, Motorsports Authentics, Inc. and the Registrant (the “Merger”), and the transactions contemplated thereby. The Merger became effective following the filing of a Certificate of Merger with the Secretary of State of the State of Arizona on December 9, 2005 (the “Effective Time”).

     As a result of the Merger, at the Effective Time, all outstanding shares of common stock of the Registrant were cancelled and such shares, together with certain outstanding options and warrants, were converted into the right to receive the merger consideration in accordance with the terms and conditions of the Agreement and Plan of Merger. The Registrant has terminated all offerings of common stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of the Registrant’s common stock which remain unsold at the termination of the offering, the Registrant hereby removes from registration all shares of common stock registered under the Registration Statement which remained unsold as of the Effective Time.

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on February 27, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed on February 27, 2006 by the following persons in the capacities indicated.