<SUBMISSION>
<ACCESSION-NUMBER>0000902664-06-000643
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20060214
<DATE-OF-FILING-DATE-CHANGE>20060214
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ACTION PERFORMANCE COMPANIES INC
<CIK>0000892147
<ASSIGNED-SIC>5090
<IRS-NUMBER>860704792
<STATE-OF-INCORPORATION>AZ
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
<ACT>34
<FILE-NUMBER>005-45273
<FILM-NUMBER>06609013
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1480 SOUTH HOHOKAM DRIVE
<CITY>TEMPE
<STATE>AZ
<ZIP>85281
<PHONE>6023373700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1480 SOUTH HOHOKAM DRIVE
<CITY>TEMPE
<STATE>AZ
<ZIP>85281
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>Prentice Capital Management, LP
<CIK>0001326150
<IRS-NUMBER>731728931
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>900 THIRD AVENUE, 11TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
<PHONE>(212) 756-8040
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>900 THIRD AVENUE, 11TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>sc13ga.txt
<DESCRIPTION>ACTION PERFORMANCE COMPANIES INC
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                 SCHEDULE 13G/A
                                 (Rule 13d-102)

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

              INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO
                         RULES 13d-1(b), (c) AND (d) AND
                      AMENDMENTS THERETO FILED PURSUANT TO
                     13d-2 UNDER THE SECURITIES EXCHANGE ACT
                           OF 1934 (Amendment No. 1)*

                       ACTION PERFORMANCE COMPANIES, INC.
                                (Name of Issuer)

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                    004933107
                                 (CUSIP Number)

                                December 31, 2005
             (Date of Event Which Requires Filing of this Statement)

         Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

         [  ] Rule 13d-1(b)

         [X] Rule 13d-1(c)

         [  ] Rule 13d-1(d)

-----------

         * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


<PAGE>


Schedule 13G/A

CUSIP No. 004933107                                             PAGE 2 OF 9
------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Prentice Capital Management, LP
------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                (a)  [ ]
                                                                (b)  [X]

------------------------------------------------------------------------------
(3)    SEC USE ONLY
------------------------------------------------------------------------------
(4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------------------------------------------------------------------------

NUMBER OF         (5)      SOLE VOTING POWER
                                     0
SHARES            ------------------------------------------------------------

BENEFICIALLY      (6)      SHARED VOTING POWER
                                     0
OWNED BY          ------------------------------------------------------------

EACH              (7)      SOLE DISPOSITIVE POWER
                                     0
REPORTING         ------------------------------------------------------------

PERSON WITH       (8)      SHARED DISPOSITIVE POWER
                                     0
------------------------------------------------------------------------------
(9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
       BY EACH REPORTING PERSON
                                     0
------------------------------------------------------------------------------
(10)   CHECK BOX IF THE AGGREGATE AMOUNT
       IN ROW (9) EXCLUDES CERTAIN SHARES                            [ ]
------------------------------------------------------------------------------
(11)   PERCENT OF CLASS REPRESENTED
       BY AMOUNT IN ROW (9)
                                     0%
------------------------------------------------------------------------------
(12)   TYPE OF REPORTING PERSON
                                     PN
------------------------------------------------------------------------------


<PAGE>


Schedule 13G/A

CUSIP No. 004933107                                             PAGE 3 OF 9
------------------------------------------------------------------------------
(1)    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Michael Zimmerman
------------------------------------------------------------------------------
(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                (a)  [ ]
                                                                (b)  [X]

------------------------------------------------------------------------------
(3)    SEC USE ONLY
------------------------------------------------------------------------------
(4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                       United States of America
------------------------------------------------------------------------------

NUMBER OF         (5)      SOLE VOTING POWER
                                     0
SHARES            ------------------------------------------------------------

BENEFICIALLY      (6)      SHARED VOTING POWER
                                     0
OWNED BY          ------------------------------------------------------------

EACH              (7)      SOLE DISPOSITIVE POWER
                                     0
REPORTING         ------------------------------------------------------------

PERSON WITH       (8)      SHARED DISPOSITIVE POWER
                                     0
------------------------------------------------------------------------------
(9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
       BY EACH REPORTING PERSON
                                     0
------------------------------------------------------------------------------
(10)   CHECK BOX IF THE AGGREGATE AMOUNT
       IN ROW (9) EXCLUDES CERTAIN SHARES                            [ ]
------------------------------------------------------------------------------
(11)   PERCENT OF CLASS REPRESENTED
       BY AMOUNT IN ROW (9)
                                     0%
------------------------------------------------------------------------------
(12)   TYPE OF REPORTING PERSON
                                     IN
------------------------------------------------------------------------------


<PAGE>


Schedule 13G/A

CUSIP No. 004933107                                             PAGE 4 OF 9

ITEM 1(a).   NAME OF ISSUER:

             ACTION PERFORMANCE COMPANIES, INC. (the "Company")

ITEM 1(b).   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             1480 South Hohokam Drive
             Tempe, AZ 85281

ITEM 2(a).   NAME OF PERSON FILING:

      This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons":

             (i)      Prentice Capital Management, LP, a Delaware limited
                      partnership ("Prentice Capital Management"), with
                      respect to the shares reported in this Schedule 13G
                      Amendment held by certain investment funds and
                      managed accounts.

             (ii)     Michael Zimmerman, who is the Managing Member of (a)
                      Prentice Management GP, LLC, the general partner of
                      Prentice Capital Management, LP and (b) Prentice
                      Capital GP, LLC, the general partner of certain
                      investment funds, with respect to the shares reported
                      in this Schedule 13G Amendment held by certain
                      investment funds and managed accounts.

ITEM 2(b).   ADDRESS OF PRINCIPAL BUSINESS OFFICE:

      The address of the principal business office of Prentice Capital
Management and Mr. Zimmerman is 623 Fifth Avenue, 32nd Floor, New York,
New York 10022.

ITEM 2(c).   CITIZENSHIP:

      Prentice Capital Management is a Delaware limited partnership.  Michael
Zimmerman is a United States citizen.

ITEM 2(d).   TITLE OF CLASS OF SECURITIES:  COMMON STOCK, $0.01 PAR VALUE PER
SHARE

ITEM 2(e).  CUSIP NUMBER:      004933107


<PAGE>


Schedule 13G/A

CUSIP No. 004933107                                             PAGE 5 OF 9

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:

              (a) [ ]  Broker or dealer registered under Section 15
                       of the Act;

              (b) [ ]  Bank as defined in Section 3(a)(6) of the
                       Act;

              (c) [ ]  Insurance Company as defined in Section 3(a)(19)
                       of the Act;

              (d) [ ]  Investment Company registered under Section 8
                       of the Investment Company Act of 1940;

              (e) [ ]  Investment Adviser registered under Section 203 of
                       the Investment Advisers Act of 1940:  see Rule
                       13d-1(b)(1)(ii)(E);

              (f) [ ]  Employee Benefit Plan, Pension Fund which is
                       subject to the provisions of the Employee
                       Retirement Income Security Act of 1974 or
                       Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

              (g) [ ]  Parent Holding Company, in accordance with
                       Rule 13d-1(b)(ii)(G);

              (h) [ ]  Savings Associations as defined in Section
                       3(b) of the Federal Deposit Insurance Act;

              (i) [ ]  Church Plan that is excluded from the
                       definition of an investment company under Section
                       3(c)(14) of the Investment Company Act of 1940;

              (j) [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

      IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]


<PAGE>


Schedule 13G/A

CUSIP No. 004933107                                             PAGE 6 OF 9

ITEM 4.   OWNERSHIP.

      Prentice Capital Management serves as principal investment manager to a
number of investment funds (including Prentice Capital Partners, LP, Prentice
Capital Partners GP, LP and Prentice Capital Offshore, Ltd.) and manages
investments for certain entities in managed accounts with respect to which it
has voting and dispositive authority over the Shares reported in this Schedule
13G Amendment. Mr. Zimmerman is the Managing Member of (a) Prentice Management
GP, LLC the general partner of Prentice Capital Management and (b) Prentice
Capital GP, LLC, the general partner of certain investment funds. As such, he
may be deemed to control Prentice Capital Management and certain of the
investment funds and therefore may be deemed to be the beneficial owner of the
securities reported in this Schedule 13G Amendment.

      The percentages used herein are calculated based on the Shares issued
and outstanding as of November 30, 2005, as reported in the Company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission by the
Company for the quarterly period ended October 31, 2005.

      A.   Prentice Capital Management

           (a) Amount beneficially owned: 0

           (b) Percent of class: 0%

           (c) Number of shares as to which such person has:

               (i) sole power to vote or to direct the vote: 0

              (ii) shared power to vote or to direct the vote: 0

             (iii) sole power to dispose or to direct the disposition: 0

              (iv) shared power to dispose or to direct the disposition: 0

      B.   Michael Zimmerman

           (a) Amount beneficially owned: 0

           (b) Percent of class: 0%

           (c) Number of shares as to which such person has:

               (i) sole power to vote or to direct the vote: 0

              (ii) shared power to vote or to direct the vote: 0

             (iii) sole power to dispose or to direct the disposition: 0

              (iv) shared power to dispose or to direct the disposition: 0


<PAGE>


Schedule 13G

CUSIP No. 004933107                                             PAGE 7 OF 9


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

         If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [X].

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

         Not applicable.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
         HOLDING COMPANY.

         Not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

         See Item 4.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

         Not applicable.

ITEM 10. CERTIFICATION.  (if filing pursuant to Rule 13d-1(c))

      Each of the Reporting Persons hereby makes the following certification:

      By signing below each Reporting Person certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and not held
in connection with or as a participant in any transaction having that purpose or
effect.


<PAGE>


Schedule 13G

CUSIP No. 004933107                                             PAGE 8 OF 9

                                   SIGNATURES

      After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.



DATED:  February 14, 2006               PRENTICE CAPITAL MANAGEMENT, LP
                                        By: Prentice Management GP, LLC,
                                        its General Partner

                                        /s/ MICHAEL ZIMMERMAN
                                        --------------------------------
                                        Name:  Michael Zimmerman
                                        Title: Managing Member

                                        MICHAEL ZIMMERMAN

                                        /s/ MICHAEL ZIMMERMAN
                                        --------------------------------
                                        Name:  Michael Zimmerman


<PAGE>



Schedule 13G

CUSIP No. 004933107                                             PAGE 9 OF 9

                                    EXHIBIT 1

                           JOINT ACQUISITION STATEMENT

                            PURSUANT TO RULE 13d-1(k)

      The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.



DATED:  February 14, 2006               PRENTICE CAPITAL MANAGEMENT, LP
                                        By: Prentice Management GP, LLC,
                                        its General Partner

                                        /s/ MICHAEL ZIMMERMAN
                                        --------------------------------
                                        Name:  Michael Zimmerman
                                        Title: Managing Member

                                        MICHAEL ZIMMERMAN

                                        /s/ MICHAEL ZIMMERMAN
                                        --------------------------------
                                        Name:  Michael Zimmerman

</TEXT>
</DOCUMENT>
</SUBMISSION>
