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                       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 19, 2006 (July 19, 2006)


                               JAKKS PACIFIC, INC.
             (Exact Name of registrant as specified in its charter)


        Delaware                           0-28104               95-4527222
(State or other jurisdiction of     (Commission File Number)  (I.R.S. Employer
        incorporation)                                       Identification No.)


      22619 Pacific Coast Highway                                   90265
          Malibu, California                                      (Zip Code)
         (Address of principal
          executive offices)


       Registrant's telephone number, including area code: (310) 456-7799


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 (see General Instruction A.2. below):

[ ]     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))


JAKKS PACIFIC, INC. INDEX TO FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION July 19, 2006 ITEMS IN FORM 8-K Page Facing Page 1 Item 2.02 Results of Operations and Financial Condition 3 Item 9.01 Financial Statements and Exhibits 3 Signatures 4 Exhibit Index 5 2

Item 2.02. Results of Operations and Financial Condition. On July 19, 2006, we issued a press release announcing our results of operations for the quarter ended June 30, 2006. A copy of such release is annexed hereto as an exhibit. Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description - ------ ----------- 99.1* July 19, 2006 Press Release - ----------------------------- * Filed herewith 3

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 19, 2006 JAKKS PACIFIC, INC. By: /s/ Jack Friedman ------------------------------ Jack Friedman Chairman and Chief Executive Officer 4

Exhibit Index Exhibit Number Description - ------ ----------- 99.1* July 19, 2006 Press Release - ----------------------------- * Filed herewith 5

Exhibit 99.1



        JAKKS Pacific(R) Reports 2006 Second Quarter Results;
               Revises 2006 Sales and Earnings Guidance


    MALIBU, Calif.--(BUSINESS WIRE)--July 19, 2006--JAKKS Pacific,
Inc. (Nasdaq:JAKK), a leading multi-brand company that designs and
markets a broad range of toys, writing instruments and other consumer
products, today announced results for the second quarter and first six
months ended June 30, 2006.
    Second quarter 2006 net sales were $124.0 million, compared to
$127.1 million recorded in the comparable period last year. Net income
for the second quarter was $6.4 million, or $0.22 per diluted share,
compared to $11.6 million, or $0.38 per diluted share, reported in the
second quarter of 2005. Included in the results were non-cash, stock
based compensation charges of $1.4 million in the second quarter of
2006 compared to a credit of $0.6 million in the second quarter of
2005 and incremental overhead and acquisition amortization charges of
$5.4 million in the second quarter 2006 relating to the acquisition of
Creative Designs International.
    The Company's net sales for the six months ended June 30, 2006
were $231.3 million, compared to $261.8 million during the same period
in 2005. Net income for the first six months of 2006 was $8.7 million,
or $0.31 per diluted share, compared to the first six months 2005
earnings of $21.7 million or $0.72 per diluted share. Included in the
results were non-cash, stock based compensation charges of $3.7
million in the first six months of 2006 compared to a credit of $0.2
million in the first six months of 2005 and incremental overhead and
acquisition amortization charges of $9.5 million in the first six
months of 2006 relating to the acquisition of Creative Designs
International.
    "During the second quarter we continued to successfully integrate
our recently acquired Creative Designs(TM) product line, which
contributed to the second quarter's sales, offsetting certain
shortfalls in international sales and sales in our Fly Wheels(TM) and
TV Games(TM) lines," said Jack Friedman, Chairman and Chief Executive
Officer, JAKKS Pacific. "We will be introducing several new products
at retail during the second half of the year to complement our rich
portfolio of items, and we anticipate they will be favorably received
by retailers and customers this holiday season and beyond. We continue
to be pleased with our growth and accomplishments over our ten year
history and believe that our ability to adapt and consistently
cultivate our product portfolio with a compelling and diversified
product mix will enable us to build long-term value for our
shareholders."
    Stephen Berman, President and Chief Operating Officer, stated, "We
began shipping our TeleStory(TM), Tuta Bella(TM) and Speed Stacks(TM)
product lines at the end of the second quarter and worked diligently
to complete the development of our flying XPV(TM) (Xtreme Performance
Vehicle(TM)), which we began shipping at the very end of the quarter.
We also shipped new TV Games titles, including Super Pac-Man(R), Power
Rangers(R) and Superman(R), and started shipping classic Trolls
figures to mass market accounts. As our pet product line continues to
gain momentum in the marketplace, we began a soft launch of our new
White Bites(TM) oral care treats for dogs, and our American Kennel
Club(R) licensed dog products are strong sellers at an increasing
number of retailers.
    "Our Vmigo virtual pet gaming system will begin to ship to
retailers around the world in the third quarter, and TeleStory(TM),
our interactive plug and play reading system for preschoolers, will
continue to ship to new retailers in the third quarter. New role play
items from our Creative Designs International division, highlighted by
the Disney Ariel Underwater Beauty Salon and Black & Decker(R) Power
Tool Workshop for boys, which ships in the fourth quarter, have been
sold in to many major retail outlets. Our collectible line of
Rocky(TM) action figures join our line-up in late 2006, with a launch
event in the city of Philadelphia with Sylvester Stallone planned for
September to help build awareness. We will be rolling out a number of
new pet items to various retail channels, including drug, pet
specialty, mass and club stores, and will ship a Meow Mix(R) line,
created especially for grocers to merchandise with cat food, later
this year, all of which position us favorably for the second half of
the year."
    Berman continued, "We also announced new master toy licenses for
Pokemon(R) and Barney(R) in the quarter, both of which were the most
comprehensive rights each property had ever granted to one U.S.
company, which we believe is a testament to our overall product
development and marketing strength. Both of these lines, along with
many others, are being developed for spring 2007, and the initial
retailer response to JAKKS'(TM) toys created for both Pokemon and
Barney has been excellent, as a whole new generation is discovering
the magic of these two distinct properties."
    At June 30, 2006, JAKKS Pacific had approximately $110.3 million
in cash and cash equivalents and $239.4 million in working capital.
    Mr. Friedman said that, "We are revising our guidance to reflect
an increase in net sales of approximately 17.2% and an increase in
diluted earnings per share of approximately 12.7% for the current
fiscal year versus 2005. The Company's forecast for net sales is now
approximately $775 million, down from approximately $825 million, and
the earnings per share target is now approximately $2.32 down from
approximately $2.63. The decrease in projected sales is attributable
to several factors, including delays in production and shipment
relating to several of the Company's products and a shortfall in sales
of several items in our Fly Wheels category as well as in our
international business."

    Conference Call

    JAKKS Pacific is hosting a teleconference today at 6 a.m. PDT (9
a.m. EDT) on July 19th, via the Internet at www.jakkspacific.com,
www.CompanyBoardroom.com or www.StreetEvents.com. These websites will
host an archive of the teleconference for 30 days.
    A telephonic playback will be available from 9 a.m. PDT on July
19th through 11:59 p.m. PDT on August 18th. The playback can be
accessed by calling 888-266-2081 or 703-925-2533 for International
callers, and entering passcode "937169."

    About JAKKS Pacific, Inc.

    JAKKS Pacific, Inc. is a multi-brand company that designs and
markets a broad range of toys and consumer products. The product
categories include: Action Figures, Art Activity Kits, Stationery,
Writing Instruments, Performance Kites, Water Toys, Sports Activity
Toys, Vehicles, Infant/Pre-School, Plush, Construction Toys,
Electronics, Dolls, Dress-Up, Role Play, and Pet Toys and Accessories.
The products are sold under various brand names, including JAKKS
Pacific(R), Play Along(R), Flying Colors(R), Creative Designs
International(TM), Road Champs(R), Child Guidance(R), Pentech(R),
Trendmasters(R), Toymax(R), Funnoodle(R), Go Fly a Kite(R), Color
Workshop(R), JPI(TM) and Plug It In & Play TV Games(TM). JAKKS and THQ
Inc. participate in a joint venture that has worldwide rights to
publish and market World Wrestling Entertainment video games. For
further information, visit www.jakkspacific.com.

    This press release contains forward-looking statements (within the
meaning of the Private Securities Litigation Reform Act of 1995) that
are based on current expectations, estimates and projections about
JAKKS Pacific's business based partly on assumptions made by its
management. These statements are not guarantees of future performance
and involve risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results may differ materially
from what is expressed or forecasted in such statements due to
numerous factors, including, but not limited to, those described
above, changes in demand for JAKKS' products, product mix, the timing
of customer orders and deliveries, the impact of competitive products
and pricing, and difficulties with integrating acquired businesses.
The forward-looking statements contained herein speak only as of the
date on which they are made, and JAKKS undertakes no obligation to
update any of them to reflect events or circumstances after the date
of this release.


                 JAKKS Pacific, Inc. and Subsidiaries
                Condensed Consolidated Balance Sheets


                                                     June    December
                                                      30,       31,
                                                     2006      2005
                                                   --------  --------
                                                    (In thousands)

                                ASSETS

Current assets:
 Cash and cash equivalents                         $110,289  $240,238
 Accounts receivable, net                            85,483    87,199
 Inventory, net                                      76,834    66,729
 Deferred income taxes                               14,609    13,618
 Prepaid expenses and other current assets           43,671    17,533
                                                   --------  --------
  Total current assets                              330,886   425,317
                                                   --------  --------

Property and equipment                               43,317    38,089
Less accumulated depreciation and amortization       28,842    25,394
                                                   --------  --------
 Property and equipment, net                         14,475    12,695
                                                   --------  --------

Goodwill, net                                       314,957   269,298
Trademarks & other assets, net                       78,207    36,280
Investment in video game joint venture                2,376    10,365
                                                   --------  --------
  Total assets                                     $740,901  $753,955
                                                   --------  --------


                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued expenses              $70,147   $94,948
 Reserve for sales returns and allowances            21,339    25,123
 Income taxes payable                                     -     3,792
                                                   --------  --------
  Total current liabilities                          91,486   123,863
                                                   --------  --------

Long term debt                                       98,000    98,000
Deferred rent liability                                 924       995
Deferred income taxes                                 7,241     6,446
                                                   --------  --------
                                                    106,165   105,441
                                                   --------  --------
  Total liabilities                                 197,651   229,304

Stockholders' equity:
 Common stock, $.001 par value                           28        27
 Additional paid-in capital                         299,822   287,356
 Retained earnings                                  248,749   240,057
 Deferred compensation from restricted stock
  grants                                             (2,699)        -
 Accumulated other comprehensive income (loss)       (2,650)   (2,789)
                                                   --------  --------
                                                    543,250   524,651
                                                   --------  --------
  Total liabilities and stockholders' equity       $740,901  $753,955
                                                   ========  ========
                                                          -         -

   Working capital                                  239,400   301,454



                 JAKKS Pacific, Inc. and Subsidiaries
              Second Quarter Earnings Announcement, 2006
              Condensed Statements of Income (Unaudited)


                               Three Months Ended   Six Months Ended
                                    June 30,            June 30,

                                 2006      2005      2006      2005
                               --------  --------  --------  --------
                                (In thousands, expect per share data)

Net sales                      $124,041  $127,091  $231,285  $261,767
Less cost of sales
 Cost of goods                   61,872    66,521   114,079   130,352
 Royalty expense                 11,469    11,589    21,084    27,130
 Amortization of tools and
  molds                           1,420       908     2,679     2,000
                               --------  --------  --------  --------
 Cost of sales                   74,761    79,018   137,842   159,482
                               --------  --------  --------  --------
  Gross profit                   49,280    48,073    93,443   102,285
Direct selling expenses          12,093    13,807    26,224    32,869
Selling, general and
 administrative expenses         24,036    17,055    47,300    36,184
Depreciation and amortization     4,188     2,597     8,712     4,943
                               --------  --------  --------  --------
  Income from operations          8,963    14,614    11,207    28,289
Other income (expense):
 Profit from video game joint
  venture                           220     1,153       977     1,303
 Other expense                        -         -         -         -
 Interest, net                      (48)      (35)      234      (233)
                               --------  --------  --------  --------
Income before provision for
 income taxes                     9,135    15,732    12,418    29,359
Provision for income taxes        2,774     4,090     3,726     7,633
                               --------  --------  --------  --------
Net income                       $6,361   $11,642    $8,692   $21,726
                               ========  ========  ========  ========
 Earnings per share -- diluted    $0.22     $0.38     $0.31     $0.72
 Shares used in earnings per
  share -- diluted               32,789    32,229    32,753    32,239



    CONTACT: JAKKS Pacific, Inc.
             Genna Rosenberg, 310-455-6235
             or
             Integrated Corporate Relations
             John Mills, 310-954-1105