##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

FORM 10-K/A

Amendment No. 1


|           |  |                                                                                       
|---------- |  | --------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                       
|x          |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the Fiscal Year Ended December 31,
    2003                                       
|          
|o          |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number 0-28104

JAKKS PACIFIC, INC.

(Name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | 95-4527222                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

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

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

Securities registered pursuant to
Section 12(b) of the Exchange Act:

|                    |  |                      
|------------------- |  | ---------------------
|                    |  | Name of each exchange
|Title of each class |  | on which registered  
|                    |  |                      
|None                |  |                      

Securities registered pursuant to Section 12(g) of the
Exchange Act:

Title of Class

Common Stock, $.001 par value

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
as the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.  Yes x     No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K/A or any
amendment to this
Form 10-K/A.  x

Indicate by a check mark whether the registrant
is an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes x          No o

The aggregate market value of the voting and
non-voting common equity (the only such common equity being
Common Stock, $.001 par value) held by non-affiliates of the
registrant (computed by reference to the closing sale price of
the Common Stock on March 12, 2004) is $371,658,360.

The number of shares outstanding of the
registrants Common Stock, $.001 par value (being the only
class of its common stock) is 25,313,312 (as of March 12,
2004).

Documents Incorporated by Reference

None.









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##### Table of Contents



EXPLANATORY NOTE

The Company is restating its financial statements included in
its Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, which includes the Companys
financial statements for 2003 and 2002 (the 2003
10-K), to account for the acquisition of Toymax,
Trendmasters and P&M Products in accordance with
paragraph 39 of SFAS 141 (the
Restatement). Specifically, a portion of the
purchase price for each of these transactions has now been
allocated to acquired product rights and other intangible assets
other than goodwill.

The following items of the 2003 10-K have been modified or
revised in this Amendment No. 1 to reflect the Restatement:



| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | Item 2. Business                                                                                 
|
| |  | Item 6. Selected Financial Data                                                                  
|
| |  | Item 7. Managements Discussion and Analysis of
    Financial Condition and Results of Operations
|
| |  | Item 8. Financial Statements and Supplementary Data                                              
|
| |  | Item 16. Exhibits, Financial Statement Schedules and
    Reports on Form 8-K                     

Except for disclosures affected by the Restatement, this
Amendment No. 1 speaks as of the original filing date of
the 2003 10-K on March 15, 2004, and does not modify
or update disclosures in the 2003 10-K to reflect events
occurring or items discovered after March 15, 2004.
Accordingly, this Amendment No. 1 should be read in
conjunction with the Companys filings made with the
Securities and Exchange Commission subsequent to March 15,
2004, including any amendments to those filings.



---



JAKKS PACIFIC, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K/A

For the Fiscal Year ended December 31, 2003

Items in Form 10-K/A






|             |  |                                                                                                        |    |      |      | 
|------------ |  | ------------------------------------------------------------------------------------------------------ | -- | ---- | ---- | 
|             |  |                                                                                                        |    | Page
|             |  |                                                                                                        |    |     
|PART I      
|Item 1.      |  | Business                                                                                               |    |      | 2    | 
|Item 2.      |  | Properties                                                                                             |    |      | 13   | 
|Item 3.      |  | Legal Proceedings                                                                                      |    |      | 13   | 
|Item 4.      |  | Submission of Matters to a Vote of Security
    Holders                                                |    |      | None | 
|PART II     
|Item 5.      |  | Market for Registrants
    Common Equity and Related Stockholder Matters                              |    |      | 14   | 
|Item 6.      |  | Selected Financial Data                                                                                |    |      | 14   | 
|Item 7.      |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations              |    |      | 16   | 
|Item 7A.     |  | Quantitative and Qualitative
    Disclosures About Market Risk                                         |    |      | 25   | 
|Item 8.      |  | Consolidated Financial
    Statements and Supplementary Data                                           |    |      | 27   | 
|Item 9.      |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure               |    |      | None | 
|PART III    
|Item 10.     |  | Directors and Executive
    Officers of the Registrant                                                 |    |      | 56   | 
|Item 11.     |  | Executive Compensation                                                                                 |    |      | 58   | 
|Item 12.     |  | Security Ownership of
    Certain Beneficial Owners and Management and Related Stockholder
    Matters |    |      | 62   | 
|Item 13.     |  | Certain Relationships and
    Related Transactions                                                     |    |      | 65   | 
|Item 14.     |  | Controls and Procedures                                                                                |    |      | 66   | 
|Item 15.     |  | Principal Accountant Fees
    and Services                                                             |    |      | 66   | 
|PART IV     
|Item 16.     |  | Exhibits, Financial
    Statement Schedules, and Reports on Form 8-K                                   |    |      | 67   | 
|Signatures   |  |                                                                                                        | 72 |     
|EXHIBIT 31.1
|EXHIBIT 31.2



DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of
1934. For example, statements included in this report regarding
our financial position, business strategy and other plans and
objectives for future operations, and assumptions and
predictions about future product demand, supply, manufacturing,
costs, marketing and pricing factors are all forward-looking
statements. When we use words like intend,
anticipate, believe,
estimate, plan or expect, we
are making forward-looking statements. We believe that the
assumptions and expectations reflected in such forward-looking
statements are reasonable, based on information available to us
on the date hereof, but we cannot assure you that these
assumptions and expectations will prove to have been correct or
that we will take any action that we may presently be planning.
We have disclosed certain important factors that could cause our
actual results to differ materially from our current
expectations elsewhere in this report. You should understand
that forward-looking statements made in this report are
necessarily qualified by these factors. We are not undertaking
to publicly update or revise any forward-looking statement if we
obtain new information or upon the occurrence of future events
or otherwise.

1



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##### Table of Contents






Item 1. Business


In this report, JAKKS, the Company,
we, us and our refer to
JAKKS Pacific, Inc. and its subsidiaries.

Company Overview

We are a leading multi-line, multi-brand toy company that
designs, develops, produces and markets toys and related
products. We focus our business on acquiring or licensing
well-recognized trademarks and brand names with long product
histories (evergreen brands). We seek to acquire
these evergreen brands because we believe they are less subject
to market fads or trends. Our products are typically simpler,
lower-priced, toys and accessories and include:



| |   |                                                                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Action figures and accessories including licensed characters,
    principally based on World Wrestling
    EntertainmentTM (WWE) and the
    Dragon Ball® franchise, and toy vehicles, including
    Road Champs® die-cast collectibles and
    Remco® toy vehicles and role-play toys and
    accessories;
|
| |  | Craft, activity and stationery products, including Flying
    Colors Toys® activity sets, compounds, playsets and
    lunch boxes, and Colorworkshop® craft products such as the
    Blopen® and Pentech® writing
    instruments, stationery and activity products;                                         
|
| |  | Child Guidance® infant and pre-school electronic
    toys, toy foam puzzle mats and blocks, activity sets, outdoor
    products, plush toys and slumber bags;                                                                                                                                                
|
| |  | Seasonal toys and leisure products, including kites,
    Funnoodle® pool toys, and StormTM
    water guns;                                                                                                                                                                                                   
|
| |  | Toy candy through our creation of Tongue
    TapeTM;                                                                                                                                                                                                                                                         
|
| |  | Electronics products, including plug and play TV Games and
    Laser ChallengeTM;                                                                                                                                                                                                                            
|
| |  | Junior sports, including Disney products,
    GaksplatTM and StormTM; and                                                                                                                                                                                                                                    
|
| |  | Fashion and mini dolls and related accessories, including
    Disney Princesses sold in The Disney Store chain.                                                                                                                                                                                              

We continually review the marketplace to identify and evaluate
evergreen brands that we believe have the potential for
significant growth. We endeavor to generate growth within these
brands by:



| |   |                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------
| |  | creating innovative products under established brand names;                                        
|
| |  | focusing our marketing efforts to enhance consumer recognition
    and retailer interest;          
|
| |  | linking them with our evergreen portfolio of brands;                                               
|
| |  | adding new items to the branded product lines that we expect
    will enjoy greater popularity; and
|
| |  | adding new features and improving the functionality of products
    in the line.                   

In addition to developing our proprietary brands and marks, we
license brands such as WWETM,
Nickelodeon®, Rugrats®, Dora the
Explorer®, Blues Clues®, SpongeBob
SquarePants®, Mickey Mouse, Winnie the
Pooh, Kim Possible, Finding Nemo, Hello
Kitty® and NASCAR®. Licensing enables us to
use these high-profile marks at a lower cost than we would incur
if we purchased these marks or developed comparable marks on our
own. By licensing marks, we have access to a far greater range
of marks than would be available for purchase. We also license
technology

2



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We have capitalized on our relationship with the WWE by
obtaining an exclusive worldwide license for our joint venture
with THQ Inc. (THQ), which develops, produces,
manufactures and markets video games based on WWE
characters and themes. Since the joint ventures first
title release in 1999, it has released 19 new titles. We
have received $41.6 million as our share of the joint
ventures profit through December 31, 2003.

Through the Toymax International, Inc. (Toymax)
acquisition, we added toy brand names such as Laser Challengeand Creepy Crawlers® to our brand portfolio. In
addition, pool-related products branded under the name
Funnoodleand kites branded under the name Go Fly a
Kite® further diversified our portfolio with products
popular in the spring and summer seasons.

Through the assets acquired from Trendmasters®, Inc.
(Trendmasters) acquisition, we added the The
Storm brand of water guns, gliders and junior sports toys,
seasonal products for Halloween, Christmas and Easter, and
vehicles, action figures, dolls and playsets under multiple
brands.

In May 2003, we acquired from P&M Products USA, Inc. and an
affiliated United Kingdom company, P&M Products Limited,
(collectively P&M) the Blopen,
BlitzerTM, Vivid Velvet® and
SmArty Paints® line of products.

Most of our current products are relatively simple and
inexpensive toys. In 2003, approximately 70% of our revenue came
from products priced at ten dollars or less at retail. We
believe that these products have enduring appeal and are less
subject to general economic conditions, toy product fads and
trends, and changes in retail distribution channels. As of
December 31, 2003, we had over 3,800 products in
approximately 19 product categories. In addition, the simplicity
of these products enables us to choose among a wider range of
manufacturers and affords us greater flexibility in product
design, pricing and marketing. Our product development process
typically takes from three to nine months from concept to
production and shipment to our customers. We believe that many
licensors and retailers recognize and reward our ability to
bring product to market faster and more efficiently than many of
our competitors.

We sell our products through our in-house sales staff and
independent sales representatives to toy and mass-market retail
chain stores, department stores, office supply stores, drug and
grocery store chains, club stores, toy specialty stores and
wholesalers. The Road Champs, Flying Colors and
Pentech products also are sold to smaller hobby shops,
specialty retailers and corporate accounts, among others. Our
five largest customers are Target, Kmart, Toys R Us,
Wal-Mart, and Kay Bee Toys, which collectively accounted for
approximately 57.7% of our net sales in 2003. We have over 7,000
other customers, none of which accounted for more than 2.0% of
our net sales in 2003.

Our Growth Strategy

The execution of our growth strategy has resulted in increased
revenues and earnings. In 2003, we generated net sales and
EBITDA of $315.8 million and $34.8 million,
respectively. Key elements of our growth strategy include:

 Expand Core Products. We manage our
existing and new brands through strong product development
initiatives, including introducing new products, modifying
existing products and extending existing product lines. Our
product designers strive to develop new products or product
lines to offer added technological, aesthetic and functional
improvements to our product lines. In 2001, we expanded the use
of real-scan technology in our action toys, and in 2002 we
incorporated articulated joints and a flexible rubberized
coating to enhance the life-like and feel of these action toys.
These innovations produce higher quality and better likenesses
of the representative characters.

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 Enter New Product Categories. We will
continue to use our extensive experience in the toy and other
industries to evaluate products and licenses in new product
categories and to develop additional product lines. We have
entered the toy candy category through our internal creation of
Tongue Tape, commenced marketing of licensed classic
video games for simple plug-in use with television sets and
expanded into slumber bags through the licensing of this
category from our current licensors, such as Nickelodeon.

 Pursue Strategic Acquisitions. We
intend to supplement our internal growth rate with selected
strategic acquisitions. Since our inception in 1995, we have
successfully completed and integrated eleven acquisitions of
companies and trademarks. These include our acquisitions of
Justin Products, Road Champs, Remco, Child Guidance, Berk,
Flying Colors Toys, Pentech, Kidz Biz, Toymax® and
Trendmasters®. Most recently, in May 2003, we acquired
ColorWorkshopand Blopens, among others, from
P&M which we plan on incorporating into our Flying
Colors and Pentech lines. We will continue focusing
our acquisition strategy on businesses or brands that have
compatible product lines and offer valuable trademarks or
brands. In December 2002, we signed a three-year master toy
license for DragonBall®, DragonBall Z® and
DragonBall GT®. We will develop, manufacture and
distribute action figures and action figure accessories based on
these top rated animated series.

 Acquire Additional Character and Product
Licenses. We have acquired the rights to use many
familiar corporate, trade and brand names and logos from third
parties that we use with our primary trademarks and brands.
Currently, we have license agreements with the WWE, Nickelodeon,
Disney, and Warner Bros.®, as well as with the licensors of
the many popular licensed childrens characters previously
mentioned, among others. We intend to continue to pursue new
licenses from these entertainment and media companies and other
licensors. We also intend to continue to purchase additional
inventions and product concepts through our existing network of
product developers.

 Expand International Sales. We believe
that foreign markets, especially Europe, Australia, Canada,
Latin America and Asia, offer us significant growth
opportunities. In 2003, our sales generated outside the United
States were approximately $44.7 million, or 14.2% of total
net sales. We intend to continue to expand our international
sales by capitalizing on our experience and our relationships
with foreign distributors and retailers. Our recent expansion
efforts included entering into a distribution agreement with
Funtastic Ltd., an Australia based toy distributor. In addition,
in December 2001, we acquired Kidz Biz for its distribution
channels in the United Kingdom and surrounding territories. We
expect both initiatives to continue to contribute to our
international growth in 2004.

 Capitalize On Our Operating
Efficiencies. We believe that our current infrastructure
and low-overhead operating model can accommodate significant
growth without a proportionate increase in our operating and
administrative expenses, thereby increasing our operating
margins.

Industry Overview

According to the TIA, the leading toy industry trade group, the
United States is the worlds largest toy market, followed
by Japan and Western Europe. Total retail sales of toys,
excluding video games, in the United States, were approximately
$20.3 billion in 2002. Sales by domestic toy manufacturers
to foreign customers exceeded $6.0 billion in 2002. We
believe the two largest United States toy companies, Mattel and
Hasbro, collectively hold a dominant share of the domestic
non-video toy market. In addition, hundreds of smaller companies
compete in the design and development of new toys, the
procurement of character and product licenses, and the
improvement

4



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Over the past few years, the toy industry has experienced
substantial consolidation among both toy companies and toy
retailers. We believe that the ongoing consolidation of toy
companies provides us with increased growth opportunities due to
retailers desire to not be entirely dependent on a few
dominant toy companies. Retailer concentration also enables us
to ship products, manage account relationships and track retail
sales more effectively and efficiently.

Products

We focus our business on acquiring or licensing well-recognized
trademarks or brand names, and we seek to acquire evergreen
brands which are less subject to market fads or trends. Some of
our license agreements for products and concepts call for
royalties ranging from 1% to 18% of net sales, and some may
require minimum guarantees and advances. Our principal products
include:

Action Figures and Accessories

We have an extensive toy license with the WWE pursuant to which
we have the exclusive worldwide right, until December 31,
2009, to develop and market a full line of toy products based on
the popular WWE professional wrestlers. These wrestlers
perform throughout the year at live events that attract large
crowds, many of which are broadcast on free and cable
television, including pay-per-view specials. We launched this
product line in 1996 with various series of 6 inch
articulated action figures that have movable body parts and
feature real-life action sounds from our patented bone-crunching
mechanism that allows the figures bones to
crack when they are bent. We continually expand and enhance this
product line by using technology in the development and in the
products themselves. The 6 inch figures currently make up a
substantial portion of our overall WWE line, which has
since grown to include many other new products including
playsets using interactive technology. Our strategy has been to
release new figures and accessories frequently to keep the line
fresh and to retain the interest of the consumers.

In December 2002, we signed a three-year master toy license for
Dragon Ball, Dragon Ball Z and Dragon Ball
GT. In 2003, we began to develop, manufacture and distribute
action figures and action figure accessories based on these
top-rated animated series.

Flying Colors/ Pentech Activity Sets, Compounds, Playsets,
Writing Instruments and Lunch Boxes

Through our acquisition of Flying Colors Toys we entered into
the toy activity category with compounds and plastic molded
activity cases containing a broad range of activities, such as
make and paint your own characters, jewelry making, art studios,
posters, puzzles and other projects. The activity cases, with
molded and painted likenesses of popular characters, such as
Nickelodeons Blues Clues and SpongeBob
SquarePants, and Hello Kitty, have immediate visual
appeal. Using a related production technology, our lunch boxes
complement this line with similarly-styled molded and painted
likenesses featuring these and other popular characters. Our
product lines also include stationery, back-to-school pens,
pencils, markers, notebooks and P&M craft products such as
Blopens® and ColorWorkshop. In 2002, we
entered the toy candy category and introduced our Tongue
Tape products in six flavors in a plastic container and have
added a necklace to carry a Tongue Tape dispenser, as
well as various licenses including Hello Kitty and
NASCAR.

Our compounds represent another significant area of emphasis for
Flying Colors. Launched under the Blues Clues
license, this line has expanded from play clay in a bucket to an
entire Blues Clues playset featuring book molds,
extrusion and other devices. We are continuing to expand the

5



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Nickelodeon Goooze® Skweeez TM


Electronics Products

Through our acquisition of Toymax we entered into the electronic
products category with our plug and play TV Games and Laser
Challenge product line. Our Laser Challenge product
line includes laser games and NRG paintballTM. Our
current TV Games include licenses from Activision, Atari, Namco
and Nickelodeon, and feature such games as Centipede® and
Pac-Man®.

In 2004, we expect to release at least eight new TV Games
including Ms. Pac-Man®, Spider-Man®, Disney and
several licensed and non-licensed preschool titles.

Seasonal Products

Through our acquisitions of Toymax and Trendmasters we have
entered into a wide range of seasonal toys and leisure products.
Our Go Fly A Kite product line includes youth and adult
kites and a wide array of decorative flags, windstocks, and
windwheels. Our Funnoodle pool toys include the basic
funnoodle, pool floats and a variety of other pool toys. Our
Storm product line includes water guns, gliders and sport
balls. In addition, we added a holiday product line for Easter,
Halloween and Christmas.

Junior Sports Products

Our junior sports products include Disney licensed products,
Gaksplat andStorm. Our Disney sports include such
activities as basketball, bowling and golf. Our Gaksplat
and Storm junior sports include a variety of mini sport
balls and activity products.

Wheels Division Products



| |   |                                                  
| | - | -------------------------------------------------
| |  | Road Champs die-cast collectible and toy vehicles

The Road Champsproduct line consists of highly detailed,
die-cast replicas of new and classic cars, trucks, motorcycles,
emergency vehicles and service vehicles, primarily in 1/43 scale
(including police cars, fire trucks and ambulances), buses and
aircraft (including propeller planes, jets and helicopters).
Through licenses, we produce replicas of well-known vehicles
including those from Ford®, Chevrolet®
and Porsche®. Additionally, through our
NASCAR license, we produce radio-controlled vehicles in a
variety of scales. We believe that these licenses, increase the
perceived value of the products and enhance their marketability.



| |   |                                                                             
| | - | ----------------------------------------------------------------------------
| |  | Extreme sports die-cast collectibles and toy vehicles and
    action figures

Our extreme sports offering includes our MXS® line
of motorcycles with riders featuring click n grip
functionality which allows the user to release the rider from
the motorcycle seat and perform the signature moves of the
sports top riders. Other products include off-road
vehicles, personal watercraft, surfboards and skateboards, all
sold individually and with playsets and accessories.



| |   |                          
| | - | -------------------------
| |  | Toy and activity vehicles

Our Remco toy line includes toy and activity vehicles and
other toys. In 2002, we also added infrared radio controlled
vehicles and Mighty Mos® toy vehicles. Our toy
vehicle line is comprised of a large assortment of rugged
die-cast and plastic vehicles that range in size from four and
three-

6



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Child Guidance



| |   |                           
| | - | --------------------------
| |  | Infant and pre-school toys

Our line of pre-school electronic toys features products that
enhance sensory stimulation and learning through play, while
offering value to the trade as well as to the consumer. Our
products are designed for children ages two and under. We have
combined the fun of music, lights, motion and sound with the
early introduction of numbers, letters, shape and color
recognition, all at a value price.



| |   |                              
| | - | -----------------------------
| |  | Foam puzzle mats and playsets

The foam toy products include puzzle mats featuring licensed
characters, such as Winnie the Pooh and Blues
Clues, among others, as well as letters of the alphabet and
numbers. The inter-locking puzzle pieces can also be used to
build houses and other play areas. Other products include foam
puzzles of the United States, foam vehicles and outdoor foam
products.



| |   |             
| | - | ------------
| |  | Slumber bags

Our line of childrens indoor slumber bags features Dora
the Explorer, SpongeBob SquarePants and
Blues Clues in addition to proprietary designs.

Fashion and Mini Dolls and Related Accessories

We produce various proprietary and licensed fashion and mini
dolls and accessories for children between the ages of three and
ten. The proprietary product lines include 11 1/2 inch
fashion dolls customized with high-fashion designs that
correspond with particular holidays, events or themes, and
fashion dolls based on childrens classic fairy tales and
holidays. We also have an agreement to manufacture for
The Disney Store chain a full line of dolls under a private
label which features Disney Princesses and classic Disney
characters.

Our in-house product developers originate the design and
functionality of most of our fashion dolls. In many cases, they
work with retailers and incorporate their input on doll
characteristics, packaging and other design elements to create
exclusive product lines for them.

World Wrestling Entertainment Video Games

In June 1998, we formed a joint venture with THQ®, a
developer, publisher and distributor of interactive
entertainment software for the leading hardware game platforms
in the home video game market. The joint venture entered into a
license agreement with the WWE under which it acquired the
exclusive worldwide right to publish WWE video games on
all hardware platforms. The term of the license agreement
expires on December 31, 2009, and the joint venture has a
right to renew the license for an additional five years under
various conditions.

The games are designed, developed, manufactured and distributed
by THQ. THQ arranges for the manufacture of the CD-ROMs and game
cartridges used in the various video game platforms under
non-exclusive licenses with Sony, Nintendo, Sega and Microsoft.
No other licenses are required for the manufacture of the
personal computer titles.

Through June 30, 2006, we are entitled to receive a
guaranteed percentage preferred return from the joint venture at
varying rates of net sales of the video games depending on the
cumulative

7



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The joint venture currently publishes titles for the Sony
PlayStation® and PlayStation 2®,
Nintendo 64® and GameCube® and Microsoft
Xbox® consoles, Nintendo Game Boy Color®
and Game Boy Advance® hand-held platforms and
personal computers. The joint venture launched its first
products in November 1999. It will also publish titles for new
hardware platforms when, and as they are introduced to the
market and have established a sufficient installed base to
support new software. These titles are marketed to our existing
customers as well as to game, electronics and other specialty
stores, such as Electronics Boutique and Best Buy.

The following table presents our past results with the joint
venture:

|     |  |                   |   |                     |  |               |   |  |  |   |      | 
|---- |  | ----------------- | - | ------------------- |  | ------------- | - |  |  | - | ---- | 
|     |  |                   |   |                    
|     |  | New Game Titles   |   |                    
|     |  |                   |   | Profit from Joint  
|     |  | Console Platforms |   | Hand-held Platforms |  | Venture(1)   
|     |  |                   |   |                     |  |              
|     |  |                   |   |                     |  | (In millions)
|1999 |  |                   | 1 |                     |  |               | 1 |  |  | $ | 3.6  | 
|2000 |  |                   | 4 |                     |  |               | 1 |  |  |   | 15.9 | 
|2001 |  |                   | 1 |                     |  |               | 2 |  |  |   | 6.7  | 
|2002 |  |                   | 3 |                     |  |               | 1 |  |  |   | 8.0  | 
|2003 |  |                   | 5 |                     |  |               |  |  |  |   | 7.4  | 



| | 
| | 
| | 



| |     |                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Profit from the joint venture reflects our preferred return on
    joint venture revenue less certain costs incurred directly by us.

Wrestling video games have demonstrated consistent popularity,
with five of our wrestling-themed video games each having sold
in excess of 1 million units in 1999, 2000, 2001, 2002 and
2003, at retail prices ranging from approximately $42 to $60 per
game. We believe that the success of WWEtitles is
dependent on the graphic look and feel of the software, the
depth and variation of game play and the popularity of
WWE. We believe that as a franchise property, WWEtitles have brand recognition and sustainable consumer
appeal, which may allow the joint venture to use titles over an
extended period of time through the release of sequels and
extensions and to re-release such products at different price
points in the future. In 2001, our PlayStation title
SmackDownTM was re-released as a
greatest hit.

8



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##### Table of Contents



Sales, Marketing and Distribution

We sell all of our products through our own in-house sales staff
and independent sales representatives to toy and mass-market
retail chain stores, department stores, office supply stores,
drug and grocery store chains, club stores, toy specialty stores
and wholesalers. Our five largest customers are Target, Kmart,
Toys R Us, Wal-Mart, and Kay Bee Toys, which
accounted for approximately 55.7% of our net sales in 2002 and
57.7% of our net sales in 2003. Kay Bee Toys filed for
bankruptcy protection under Chapter 11 in January 2004.
Except for purchase orders relating to products on order, we do
not have written agreements with our customers. Instead, we
generally sell products to our customers pursuant to letters of
credit or, in some cases, on open account with payment terms
typically varying from 30 to 90 days. From time to time, we
allow our customers credits against future purchases from us in
order to facilitate their retail markdown and sales of
slow-moving inventory. We also sell our products through
e-commerce sites, including Toysrus.com.

We contract the manufacture of most of our products to
unaffiliated manufacturers located in China. We sell the
finished products on a letter of credit basis or on open account
to our customers, who take title to the goods in Hong Kong or
China. These methods allow us to reduce certain operating costs
and working capital requirements. A portion of our sales
originate in the United States, so we hold certain inventory in
our warehouse and fulfillment facilities. To date, a significant
portion of all of our sales has been to domestic customers. We
intend to continue expanding distribution of our products into
foreign territories and, accordingly, we have:



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | acquired Kidz Biz, a United Kingdom-based distributor of toys
    and related products,
|
| |  | engaged representatives to oversee sales in certain territories,                       
|
| |  | engaged distributors in certain territories, such as Funtastic
    in Australia, and   
|
| |  | established direct relationships with retailers in certain
    territories.            

Outside of the United States, we currently sell our products
primarily in Europe, Australia, Canada, Latin America and Asia.
Sales of our products abroad accounted for approximately
$53.2 million, or 17.2% of our net sales, in 2002 and
approximately $44.7 million, or 14.2% of our net sales, in
2003. We believe that foreign markets present an attractive
opportunity, and we plan to intensify our marketing efforts and
further expand our distribution channels abroad.

We establish reserves for sales allowances, including
promotional allowances and allowances for anticipated defective
product returns, at the time of shipment. The reserves are
determined as a percentage of net sales based upon either
historical experience or on estimates or programs agreed upon by
our customers.

We obtain, directly, or through our sales representatives,
orders for our products from our customers and arrange for the
manufacture of these products as discussed below. Cancellations
generally are made in writing, and we take appropriate steps to
notify our manufacturers of these cancellations.

We maintain a full-time sales and marketing staff, many of whom
make on-site visits to customers for the purpose of showing
product and soliciting orders for products. We also retain a
number of independent sales representatives to sell and promote
our products, both domestically and internationally. Together
with retailers, we sometimes test the consumer acceptance of new
products in selected markets before committing resources to
large-scale production.

9



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##### Table of Contents



We advertise our products in trade and consumer magazines and
other publications, market our products at international,
national and regional toy, stationery and other specialty trade
shows, conventions and exhibitions and carry on cooperative
advertising programs with toy and mass retailers and other
customers which include the use of in-store displays. We also
produce and broadcast television commercials for our WWE
action figure line, as well as for some of our Flying Colorsand Electronics products. We may also advertise some of our
other products on television, if we expect that the resulting
increase in our net sales will justify the relatively high cost
of television advertising.

Product Development

Each of our product lines has an in-house manager responsible
for product development. The in-house manager identifies and
evaluates inventor products and concepts and other opportunities
to enhance or expand existing product lines or to enter new
product categories. In addition, we create proprietary products,
the principal source of products for our fashion doll line, and
products to more fully exploit our concept and character
licenses. Although we do have the capability to create and
develop products from inception to production, we generally use
third-parties to provide a substantial portion of the sculpting,
sample making, illustration and package design required for our
products in order to accommodate our increasing product
innovations and introductions. Typically, the development
process takes from three to nine months from concept to
production and shipment to our customers.

We employ a staff of designers for all of our product lines. We
occasionally acquire our other product concepts from
unaffiliated third parties. If we accept and develop a third
partys concept for new toys, we generally pay a royalty on
the toys developed from this concept that are sold, and may, on
an individual basis, guarantee a minimum royalty. Royalties
payable to inventors and developers generally range from 1% to
8% of the wholesale sales price for each unit of a product sold
by us. We believe that utilizing experienced third-party
inventors gives us access to a wide range of development talent.
We currently work with numerous toy inventors and designers for
the development of new products and the enhancement of existing
products. We believe that toy inventors and designers have come
to appreciate our practice of acting quickly and decisively to
acquire and market licensed products. In addition, we believe
that all of these factors, as well as our recent success in
developing and marketing products, make us more attractive to
toy inventors and developers than some of our competitors.

Safety testing of our products is done at the
manufacturers facilities by an engineer employed by us or
by independent third-party contractors engaged by us. Safety
testing is designed to meet regulations imposed by federal and
state governmental authorities. We also monitor quality
assurance procedures for our products for safety purposes. In
addition, independent laboratories engaged by some of our larger
customers test certain of our products.

Manufacturing and Supplies

Most of our products are currently produced by overseas
third-party manufacturers, which we choose on the basis of
quality, reliability and price. Consistent with industry
practice, the use of third-party manufacturers enables us to
avoid incurring fixed manufacturing costs, while maximizing
flexibility, capacity and production technology. All of the
manufacturing services performed overseas for us are paid for on
open account with the manufacturers. To date, we have not
experienced any material delays in the delivery of our products;
however, delivery schedules are subject to various factors
beyond our control, and any delays in the future could adversely
affect our sales. Currently, we have ongoing relationships with
more than 20 different manufacturers. We

10



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##### Table of Contents





Although we do not conduct the day-to-day manufacturing of our
products, we participate in the design of the product prototype
and production tools, dies and molds for our products and we
seek to ensure quality control by actively reviewing the
production process and testing the products produced by our
manufacturers. We employ quality control inspectors who rotate
among our manufacturers factories to monitor the
production of substantially all of our products.

The principal raw materials used in the production and sale of
our toy products are plastics, zinc alloy, plush, printed
fabrics, paper products and electronic components, all of which
are currently available at reasonable prices from a variety of
sources. Although we do not manufacture our products, we own the
tools, dies and molds used in the manufacturing process, and
these are transferable among manufacturers if we choose to
employ alternative manufacturers. Tools, dies and molds
represent substantially all of our property and equipment and
amounted to $9.6 million in 2002 and $7.1 million in
2003. Substantially all of these assets are located in China.

Trademarks and Copyrights

Most of our products are produced and sold under trademarks
owned by or licensed to us. We typically register our
properties, and seek protection under the trademark, copyright
and patent laws of the United States and other countries where
our products are produced or sold. These intellectual property
rights can be significant assets. Accordingly, while we believe
we are sufficiently protected, the loss of some of these rights
could have an adverse effect on our business, financial
condition and results of operations.

Competition

Competition in the toy industry is intense. Globally, certain of
our competitors have greater financial resources, larger sales
and marketing and product development departments, stronger name
recognition, longer operating histories and benefit from greater
economies of scale. These factors, among others, may enable our
competitors to market their products at lower prices or on terms
more advantageous to customers than those we could offer for our
competitive products. Competition often extends to the
procurement of entertainment and product licenses, as well as to
the marketing and distribution of products and the obtaining of
adequate shelf space. Competition may result in price
reductions, reduced gross margins and loss of market share, any
of which could have a material adverse effect on our business,
financial condition and results of operations. In each of our
product lines we compete against one or both of the toy
industrys two dominant companies, Mattel and Hasbro. In
addition, we compete, in our Flying Colors and Pentechproduct categories, with Rose Art Industries, Hasbro
(Play-doh) and Binney & Smith (Crayola), and, in our toy
vehicle lines, with Racing Champions. We also compete with
numerous smaller domestic and foreign toy manufacturers,
importers and marketers in each of our product categories. Our
joint ventures principal competitors in the video game
market are Electronic Arts, Activision and Acclaim Entertainment.

Seasonality and Backlog

In 2003, approximately 55.3% of our net sales were made in the
third and fourth quarters. Generally, the first quarter is the
period of lowest shipments and sales in our business and the toy
industry generally and therefore the least profitable due to
various fixed costs. Seasonality factors may cause our operating
results to fluctuate significantly from quarter to quarter.
However, our

11



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##### Table of Contents





We ship products in accordance with delivery schedules specified
by our customers, which usually request delivery of their
products within three to six months of the date of their orders.
Because customer orders may be canceled at any time without
penalty, our backlog may not accurately indicate sales for any
future period.

Government and Industry Regulation

Our products are subject to the provisions of the Consumer
Product Safety Act (CPSA), the Federal Hazardous
Substances Act (FHSA), the Flammable Fabrics Act
(FFA) and the regulations promulgated
thereunder. The CPSA and the FHSA enable the Consumer Products
Safety Commission (CPSC) to exclude from the
market consumer products that fail to comply with applicable
product safety regulations or otherwise create a substantial
risk of injury, and articles that contain excessive amounts of a
banned hazardous substance. The FFA enables the CPSC to regulate
and enforce flammability standards for fabrics used in consumer
products. The CPSC may also require the repurchase by the
manufacturer of articles. Similar laws exist in some states and
cities and in various international markets. We maintain a
quality control program designed to ensure compliance with all
applicable laws.

Employees

As of March 12, 2004, we employed 316 persons, all of
whom are full-time employees, including four executive officers.
We employed 208 in the United States, 25 in the United Kingdom,
58 in Hong Kong and 25 in China. We believe that we have
good relationships with our employees. None of our employees is
represented by a union.

Environmental Issues

We are subject to legal and financial obligations under
environmental, health and safety laws in the United States and
in other jurisdictions where we operate. We are not currently
aware of any material environmental liabilities associated with
any of our operations.

Available Information

We make available free of charge on or through our Internet
website, www.jakkspacific.com, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to these reports filed or
furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as soon as reasonably
practicable after we electronically file such material with, or
furnish it to, the SEC.

12



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##### Table of Contents



Our Corporate Information

We were formed as a Delaware corporation in 1995. Our principal
executive offices are located at 22619 Pacific Coast
Highway, Malibu, California 90265. Our telephone number is
(310) 456-7799 and our Internet Website address is
www.jakkspacific.com.



Item 2. Properties

Our principal executive offices occupy approximately 17,000
square feet of space in Malibu, California under a lease
expiring on February 28, 2008. We have a lease, expiring
August 31, 2007, for approximately 11,000 square feet
of additional office space in Malibu, California, which contains
our design offices. We have a lease for showroom and office
space of approximately 14,500 square feet at the
International Toy Center in New York City which expires
April 30, 2010. We also have leased office and showroom
space of approximately 10,000 square feet in Hong Kong from
which we oversee our China-based third-party manufacturing
operations, 318,000 square feet of warehouse space in City
of Industry, California, and 10,000 square feet of office
space in Surrey, England. We also occupy approximately
25,000 square feet of office and warehouse space in
Clinton, Connecticut under a lease expiring September 30,
2007 from which the operations of our Go Fly a Kite and
Funnoodle divisions are carried out. We believe that our
facilities in the United States, Hong Kong and England are
adequate for our reasonably foreseeable future needs.




Item 3. Legal Proceedings

We are a party to, and certain of our property is the subject
of, various pending claims and legal proceedings that routinely
arise in the ordinary course of our business, but we do not
believe that any of these claims or proceedings will have a
material effect on our business, financial condition or results
of operations.

13



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##### Table of Contents






PART II




Item 5. Market for Registrants Common Equity
and Related Stockholder Matters

Market Information

Our common stock is traded on the Nasdaq National Market under
the symbol JAKK. The following table sets forth, for
the periods indicated, the range of high and low sales prices
for our common stock on the Nasdaq National Market.

|      |                |                |   |       |  |  |   |       | 
|----- | -------------- | -------------- | - | ----- |  |  | - | ----- | 
|      |                |               
|      |                | Price Range of
|      |                | Common Stock  
|      |                |               
|      |                | High           |   | Low  
|      |                |                |   |      
|2002: |                |                |   |       |  |  |   |      
|      | First quarter  |                | $ | 23.70 |  |  | $ | 15.85 | 
|      | Second quarter |                |   | 23.49 |  |  |   | 15.91 | 
|      | Third quarter  |                |   | 17.76 |  |  |   | 9.57  | 
|      | Fourth quarter |                |   | 16.63 |  |  |   | 9.30  | 
|     
|2003: |                |                |   |       |  |  |   |      
|      | First quarter  |                |   | 14.49 |  |  |   | 9.50  | 
|      | Second quarter |                |   | 14.49 |  |  |   | 10.22 | 
|      | Third quarter  |                |   | 14.04 |  |  |   | 10.05 | 
|      | Fourth quarter |                |   | 13.77 |  |  |   | 11.74 | 

Security Holders

As of March 12, 2004, there were 161 holders of record of
our common stock.

Dividends

We have never paid any cash dividends on any of our common
stock. The agreements applicable to our Line of Credit (see the
discussion in Item 7 below) prohibit the payment of
dividends on our common stock (except for dividends payable in
shares of our common stock or other equity security). In any
event, we currently intend to retain our future earnings, if
any, to finance the growth and development of our business, but
may consider implementing a plan to pay cash dividends on our
common stock in the future.




Item 6. Selected Financial Data

You should read the financial data set forth below in
conjunction with Managements Discussion and Analysis
of Financial Condition and Results of Operations and our
consolidated financial statements and the related notes
(included in Item 8). As discussed in Note 2 of our
consolidated financial statements, our consolidated financial
statements have been restated from those originally issued on
March 15, 2004 to reflect certain adjustments related to
the accounting for the acquisitions of Toymax, Trendmasters and
P&M. These adjustments are described in further

14



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|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------------------------------------------ | ------- | ---- |  | ---- | ------- | -------- |  | -------- | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                   |  |                                                 
|                                                                   |  | Year Ended December 31,                         
|                                                                   |  |                                                 
|                                                                   |  | 1999                                             |         | 2000 |  | 2001 |         | 2002     |  | 2003    
|                                                                   |  |                                                  |         |      |  |      |         | Restated |  | Restated
|                                                                   |  |                                                 
|                                                                   |  | (In thousands, except per share data and ratios)
|Consolidated Statement of Operations
    Data:                     |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Net sales                                                          |  | $                                                | 183,685 |      |  | $    | 252,288 |          |  | $        | 284,309 |   |  | $ | 310,016 |   |  | $ | 315,776 |  
|Cost of sales                                                      |  |                                                  | 107,602 |      |  |      | 149,881 |          |  |          | 164,222 |   |  |   | 180,173 |   |  |   | 189,334 |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Gross profit                                                       |  |                                                  | 76,083  |      |  |      | 102,407 |          |  |          | 120,087 |   |  |   | 129,843 |   |  |   | 126,442 |  
|Selling, general and administrative expenses                       |  |                                                  | 51,154  |      |  |      | 80,435  |          |  |          | 89,575  |   |  |   | 98,111  |   |  |   | 113,053 |  
|Acquisition shut-down and product recall costs                     |  |                                                  |        |      |  |      | 1,469   |          |  |          | 1,214   |   |  |   | 6,718   |   |  |   | 2,000   |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Income from operations                                             |  |                                                  | 24,929  |      |  |      | 20,503  |          |  |          | 29,298  |   |  |   | 25,014  |   |  |   | 11,389  |  
|Profit from Joint Venture                                          |  |                                                  | (3,605  | )    |  |      | (15,906 | )        |  |          | (6,675  | ) |  |   | (8,004  | ) |  |   | (7,351  | )
|Interest, net                                                      |  |                                                  | (1,588  | )    |  |      | (3,833  | )        |  |          | (2,057  | ) |  |   | (1,141  | ) |  |   | 1,405   |  
|Other (income) expense, net                                        |  |                                                  | (182    | )    |  |      | (92     | )        |  |          |        |   |  |   |        |   |  |   |        |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Income before provision for income taxes and
    minority interest |  |                                                  | 30,304  |      |  |      | 40,334  |          |  |          | 38,030  |   |  |   | 34,159  |   |  |   | 17,335  |  
|Provision for income taxes                                         |  |                                                  | 8,334   |      |  |      | 11,697  |          |  |          | 9,797   |   |  |   | 6,466   |   |  |   | 1,440   |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Income before minority interest                                    |  |                                                  | 21,970  |      |  |      | 28,637  |          |  |          | 28,233  |   |  |   | 27,693  |   |  |   | 15,895  |  
|Minority interest                                                  |  |                                                  |        |      |  |      |        |          |  |          |        |   |  |   | (237    | ) |  |   |        |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Net income                                                         |  | $                                                | 21,970  |      |  | $    | 28,637  |          |  | $        | 28,233  |   |  | $ | 27,930  |   |  | $ | 15,895  |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Basic earnings per share                                           |  | $                                                | 1.58    |      |  | $    | 1.50    |          |  | $        | 1.55    |   |  | $ | 1.27    |   |  | $ | 0.66    |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Weighted average shares outstanding                                |  |                                                  | 13,879  |      |  |      | 19,060  |          |  |          | 18,199  |   |  |   | 21,963  |   |  |   | 24,262  |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Diluted earnings per share                                         |  | $                                                | 1.39    |      |  | $    | 1.41    |          |  | $        | 1.45    |   |  | $ | 1.23    |   |  | $ | 0.64    |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Weighted average shares and equivalents
    outstanding            |  |                                                  | 15,840  |      |  |      | 20,281  |          |  |          | 19,410  |   |  |   | 22,747  |   |  |   | 24,677  |  
|                                                                   |  |                                                  |         |      |  |      |         |          |  |          |         |   |  |   |         |   |  |   |         |  
|Ratio of earnings to fixed charges(1)                              |  |                                                  | 72.64   | x    |  |      | 89.84   | x        |  |          | 38.80   | x |  |   | 21.28   | x |  |   | 4.76    | x

|                                       |  |                 |         |      |  |      |         |          |  |          |         |  |  |   |         |  |  |   |         | 
|-------------------------------------- |  | --------------- | ------- | ---- |  | ---- | ------- | -------- |  | -------- | ------- |  |  | - | ------- |  |  | - | ------- | 
|                                       |  |                
|                                       |  | At December 31,
|                                       |  |                
|                                       |  | 1999            |         | 2000 |  | 2001 |         | 2002     |  | 2003    
|                                       |  |                 |         |      |  |      |         | Restated |  | Restated
|                                       |  |                
|                                       |  | (In thousands) 
|Consolidated Balance Sheet Data:       |  |                 |         |      |  |      |         |          |  |          |         |  |  |   |         |  |  |   |         | 
|Cash and cash equivalents              |  | $               | 57,546  |      |  | $    | 29,275  |          |  | $        | 25,036  |  |  | $ | 68,413  |  |  | $ | 118,182 | 
|Working capital                        |  |                 | 113,170 |      |  |      | 86,897  |          |  |          | 116,492 |  |  |   | 129,183 |  |  |   | 232,601 | 
|Total assets                           |  |                 | 232,878 |      |  |      | 248,722 |          |  |          | 284,041 |  |  |   | 408,916 |  |  |   | 529,997 | 
|Long-term debt, net of current portion |  |                 | 9       |      |  |      | 1,000   |          |  |          | 77      |  |  |   | 60      |  |  |   | 98,042  | 
|Total stockholders equity             |  |                 | 187,501 |      |  |      | 204,530 |          |  |          | 244,404 |  |  |   | 357,236 |  |  |   | 377,900 | 



---



|    |                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | For the purpose of computing the ratio of fixed charges,
    earnings consist of income before provision for income taxes
    plus fixed charges. Fixed charges consist of interest charges,
    amortization of debt expenses and that portion of rental expense
    we believe to be representative of interest.

15



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|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations

The following Managements Discussion and Analysis of
Financial Condition and Results of Operations contains
forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of
various factors. You should read this section in conjunction
with our consolidated financial statements and the related notes
(included in Item 8).

Critical Accounting Policies

The accompanying consolidated financial statements and
supplementary information were prepared in accordance with
accounting principles generally accepted in the United States of
America. Significant accounting policies are discussed in
Footnote 2 to the Consolidated Financial Statements,
Item 8. Inherent in the application of many of these
accounting policies is the need for management to make estimates
and judgments in the determination of certain revenues,
expenses, assets and liabilities. As such, materially different
financial results can occur as circumstances change and
additional information becomes known. The policies with the
greatest potential effect on our results of operation and
financial position include:

The allowance for doubtful accounts is based on our assessment
of the collectibility of specific customer accounts and the
aging of the accounts receivable. If there were a deterioration
of a major customers creditworthiness, or actual defaults
were higher than our historical experience, our estimates of the
recoverability of amounts due to us could be overstated, which
could have an adverse impact on our operating results.

Our revenue recognition policy is significant because our
revenue is a key component of our results of operations. In
addition, our revenue recognition determines the timing of
certain expenses, such as commissions and royalties. We follow
very specific and detailed guidelines in measuring revenues;
however, certain judgments affect the application of our revenue
policy. Revenue results are difficult to predict, and any
shortfall in revenue or delay in recognizing revenue could cause
our operating results to vary significantly from quarter to
quarter.

We assess the impairment of long-lived assets and goodwill
whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Factors we consider
important which could trigger an impairment review include the
following:



| |   |                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------
| |  | significant underperformance relative to expected historical or
    projected future operating results;              
|
| |  | significant changes in the manner of our use of the acquired
    assets or the strategy for our overall business; and
|
| |  | significant negative industry or economic trends.                                                                    

When we determine that the carrying value of long-lived assets
and goodwill may not be recoverable based upon the existence of
one or more of the above indicators of impairment, we measure
any impairment based on a projected discounted cash flow method
using a discount rate determined by our management to be
commensurate with the risk inherent in our current business
model. Net long-lived assets, including goodwill, amounted to
$234.1 million as of December 31, 2003.

16



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##### Table of Contents



Restatement for Adjustment to Accounting for Acquisitions

The accompanying consolidated financial statements as of
December 31, 2002 and 2003 and for the two years in the
period ended December 31, 2003 have been restated from
those originally issued to reflect certain adjustments related
to the accounting for the acquisitions of Toymax, Trendmasters
and P&M in accordance with Statement of Financial Accounting
Standards No. 141. Specifically, the purchase price of
these acquisitions was originally allocated substantially to
goodwill, and, based on studies and valuations completed in 2005
by a third-party valuation consultant, the purchase price of
these acquisitions has been reallocated in part to intangible
assets other than goodwill, including those with limited lives.
The resulting adjustment to amortization expense related to the
limited life intangible assets of $6.3 million in 2002 and
$7.3 million in 2003 and the resulting charge to cost of
sales related to the mark-up of acquired inventory of
$0.7 million in 2002 and $0.2 million in 2003, which
led to a reduction of operating income in 2002 and 2003.

These adjustments impacted the consolidated balance sheets as of
December 31, 2002 and 2003, and the consolidated statements
of operations, other comprehensive income, stockholders
equity and cash flows for each of the two years ended
December 31, 2002 and 2003. The impact of this restatement,
which has been reflected throughout the consolidated financial
statements and accompanying notes, is as follows (in thousands,
except per share amounts):

|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------------------ | ------- | ----------- |  | ------------- | ------- | ----------- |  | - | ------- | - |  | - | ------- | -
|                                                                   |  |                         
|                                                                   |  | Years Ended December 31,
|                                                                   |  |                         
|                                                                   |  | 2002                     |         | 2002        |  | 2003          |         | 2003       
|                                                                   |  |                          |         |             |  |               |         |            
|                                                                   |  | As Previously            |         | As Restated |  | As Previously |         | As Restated
|                                                                   |  | Reported                 |         |             |  | Reported      |         |            
|Net sales                                                          |  | $                        | 310,016 |             |  | $             | 310,016 |             |  | $ | 315,776 |   |  | $ | 315,776 |  
|Cost of sales                                                      |  |                          | 179,465 |             |  |               | 180,173 |             |  |   | 189,142 |   |  |   | 189,334 |  
|Gross profit                                                       |  |                          | 130,551 |             |  |               | 129,843 |             |  |   | 126,634 |   |  |   | 126,442 |  
|Selling, general and administrative expenses                       |  |                          | 91,849  |             |  |               | 98,111  |             |  |   | 105,771 |   |  |   | 113,053 |  
|Acquisition shut-down and product recall costs                     |  |                          | 6,718   |             |  |               | 6,718   |             |  |   | 2,000   |   |  |   | 2,000   |  
|Income from operations                                             |  |                          | 31,984  |             |  |               | 25,014  |             |  |   | 18,863  |   |  |   | 11,389  |  
|Profit from Joint Venture                                          |  |                          | (8,004  | )           |  |               | (8,004  | )           |  |   | (7,351  | ) |  |   | (7,351  | )
|Interest, net                                                      |  |                          | (1,141  | )           |  |               | (1,141  | )           |  |   | 1,405   |   |  |   | 1,405   |  
|Income before provision for income taxes and
    minority interest |  |                          | 41,129  |             |  |               | 34,159  |             |  |   | 24,809  |   |  |   | 17,335  |  
|Provision for income taxes                                         |  |                          | 9,048   |             |  |               | 6,466   |             |  |   | 4,205   |   |  |   | 1,440   |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Income before minority interest                                    |  |                          | 32,081  |             |  |               | 27,693  |             |  |   | 20,604  |   |  |   | 15,895  |  
|Minority interest                                                  |  |                          | 810     |             |  |               | (237    | )           |  |   |        |   |  |   |        |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Net income                                                         |  | $                        | 31,271  |             |  | $             | 27,930  |             |  | $ | 20,604  |   |  | $ | 15,895  |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Basic earnings per share                                           |  | $                        | 1.42    |             |  | $             | 1.27    |             |  | $ | 0.85    |   |  | $ | 0.66    |  
|Diluted earnings per share                                         |  | $                        | 1.37    |             |  | $             | 1.23    |             |  | $ | 0.83    |   |  | $ | 0.64    |  

Recent Developments

On May 31, 2003, we purchased certain product lines,
including ColorWorkshopand Blopens, assets and
assumed certain liabilities of P&M Products USA, Inc.
and an affiliated United Kingdom company, P&M Products
Limited (collectively P&M). The total purchase
price of approximately $22.0 million consisted of all cash
and the assumption of certain liabilities and resulted in
goodwill of $13.7 million. Our results of operations have
included P&M from the date of acquisition.

17



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##### Table of Contents



Results of Operation

The following table sets forth, for the periods indicated,
certain statement of operations data as a percentage of net
sales.

|                                                 |  |                          |       |      |  |      |       |          |  |          |       |   |  |  |       |   |  |  |       |  
|------------------------------------------------ |  | ------------------------ | ----- | ---- |  | ---- | ----- | -------- |  | -------- | ----- | - |  |  | ----- | - |  |  | ----- | -
|                                                 |  |                         
|                                                 |  | Years Ended December 31,
|                                                 |  |                         
|                                                 |  | 1999                     |       | 2000 |  | 2001 |       | 2002     |  | 2003    
|                                                 |  |                          |       |      |  |      |       | Restated |  | Restated
|Net sales                                        |  |                          | 100.0 | %    |  |      | 100.0 | %        |  |          | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | %
|Cost of sales                                    |  |                          | 58.6  |      |  |      | 59.4  |          |  |          | 57.8  |   |  |  | 58.1  |   |  |  | 60.0  |  
|                                                 |  |                          |       |      |  |      |       |          |  |          |       |   |  |  |       |   |  |  |       |  
|Gross profit                                     |  |                          | 41.4  |      |  |      | 40.6  |          |  |          | 42.2  |   |  |  | 41.9  |   |  |  | 40.0  |  
|Selling, general and administrative expenses     |  |                          | 27.8  |      |  |      | 31.9  |          |  |          | 31.5  |   |  |  | 31.6  |   |  |  | 35.8  |  
|Acquisition shut-down and product recall costs   |  |                          |      |      |  |      | 0.5   |          |  |          | 0.4   |   |  |  | 2.2   |   |  |  | 0.6   |  
|                                                 |  |                          |       |      |  |      |       |          |  |          |       |   |  |  |       |   |  |  |       |  
|Income from operations                           |  |                          | 13.6  |      |  |      | 8.2   |          |  |          | 10.3  |   |  |  | 8.1   |   |  |  | 3.6   |  
|Profit from Joint Venture                        |  |                          | (2.0  | )    |  |      | (6.3  | )        |  |          | (2.3  | ) |  |  | (2.6  | ) |  |  | (2.3  | )
|Interest, net                                    |  |                          | (0.9  | )    |  |      | (1.5  | )        |  |          | (0.7  | ) |  |  | (0.4  | ) |  |  | 0.4   |  
|                                                 |  |                          |       |      |  |      |       |          |  |          |       |   |  |  |       |   |  |  |       |  
|Income before income taxes and minority interest |  |                          | 16.5  |      |  |      | 16.0  |          |  |          | 13.3  |   |  |  | 11.1  |   |  |  | 5.5   |  
|Provision for income taxes                       |  |                          | 4.5   |      |  |      | 4.6   |          |  |          | 3.4   |   |  |  | 2.1   |   |  |  | 0.5   |  
|                                                 |  |                          |       |      |  |      |       |          |  |          |       |   |  |  |       |   |  |  |       |  
|Income before minority interest                  |  |                          | 12.0  |      |  |      | 11.4  |          |  |          | 9.9   |   |  |  | 9.0   |   |  |  | 5.0   |  
|Minority interest                                |  |                          |      |      |  |      |      |          |  |          |      |   |  |  |      |   |  |  |      |  
|                                                 |  |                          |       |      |  |      |       |          |  |          |       |   |  |  |       |   |  |  |       |  
|Net income                                       |  |                          | 12.0  | %    |  |      | 11.4  | %        |  |          | 9.9   | % |  |  | 9.0   | % |  |  | 5.0   | %
|                                                 |  |                          |       |      |  |      |       |          |  |          |       |   |  |  |       |   |  |  |       |  

Years Ended December 31, 2003 and 2002

Net Sales. Net sales were $315.8 million in 2003
compared to $310.0 million in 2002, representing an
increase of 1.9%. The contribution to net sales by our seasonal
products, including Trendmasters, Go Fly a Kite, Funnoodleand sports toys, and new product introductions, including
Dragon Balland NASCARaction toys, TV games and
ColorWorkshopcraft products, were offset by a decrease
in sales in our traditional products, and international sales,
which included a reduction in sales of our karaoke machines and
Equalizer radio control vehicle in 2003, both higher priced
items.

Gross Profit. Gross profit decreased $3.4 million,
or 2.7%, to $126.4 million, or 40.0% of net sales, in 2003
from $129.8 million, or 41.9% of net sales, in 2002. The
overall decrease in gross profit was attributable to a decrease
in gross profit margin. The decrease in gross profit margin of
1.9% of net sales was due to higher sales of seasonal products
with lower margins and an increase in royalty expense as a
percentage of net sales due to changes in the product mix
resulting from the sale of more products with higher royalty
rates, though offset in part by a decrease in amortization
expense of molds and tools used in the manufacture of our
products.

Selling, General and Administrative Expenses. Selling,
general and administrative expenses were $113.1 million in
2003 and $98.1 million in 2002, constituting 35.8% and
31.6% of net sales, respectively. The overall increase of
$15.0 million in such costs was primarily due to a charge
for the grant of restricted stock of $8.4 million, a charge
of $2.1 million to bad debt relating to the bankruptcy of
several of our customers, including Kay Bee Toys, and an
increase in direct selling expenses, product development costs,
option compensation expense resulting from the price reset of
options in 2000 and operating expenses incurred in connection
with the P&M asset acquisition. We produced and aired
television commercials in support of several of our products,
including WWE

18



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##### Table of Contents



Dragon Ball Z Flying
Colors WWE Flying Colors


Acquisition Shut-down and Recall Costs. Acquisition
shut-down costs in 2002 relate to shut-down costs, including
lease termination, fixed asset abandonment and other costs, of
certain operations of Toymax and Kidz Biz. There were no such
costs in 2003. Operations impacted by these shut-downs were
sales, design, distribution, and administration. The
integrations of Toymax and Kidz Biz were completed in 2002. In
2003, we accrued a net amount of $2.0 million for the
recall of one of our products, compared to having accrued
$2.2 million in 2002 for the recall of the same product.

The remaining component of the acquisition shut-down and recall
costs is as follows (in thousands):

|                        |  |                   |       |         |  |        |       |                   |  |   |        |   |  |   |     | 
|----------------------- |  | ----------------- | ----- | ------- |  | ------ | ----- | ----------------- |  | - | ------ | - |  | - | --- | 
|                        |  | Accrued Balance   |       |         |  |        |       | Accrued Balance  
|                        |  | December 31, 2002 |       | Accrual |  | Actual |       | December 31, 2003
|Lease abandonment costs |  | $                 | 2,310 |         |  | $      |      |                   |  | $ | (2,310 | ) |  | $ |    | 
|Recall costs            |  |                   |      |         |  |        | 2,000 |                   |  |   | (1,510 | ) |  |   | 490 | 
|                        |  |                   |       |         |  |        |       |                   |  |   |        |   |  |   |     | 
|Total                   |  | $                 | 2,310 |         |  | $      | 2,000 |                   |  | $ | (3,820 | ) |  | $ | 490 | 
|                        |  |                   |       |         |  |        |       |                   |  |   |        |   |  |   |     | 

Profit from Joint Venture. Profit from joint venture
decreased by $0.7 million in 2003 due to the joint venture
having lower unit sales at lower wholesale prices of its two
vehicle combat games of the five games released in 2003 compared
to releasing all new titles with higher unit sales at higher
wholesale prices in addition to having higher sales of carryover
titles in 2002. New releases typically generate higher unit
sales resulting in higher overall sales as compared to carryover
titles. Profit from the joint venture contributed significantly
to our pre-tax profit, representing 19.5% of pre-tax income in
2002 and 22.2% in 2003. We expect to continue to receive a
preferred return over the remaining term of the license
agreement ending December 31, 2009, although we cannot
predict with certainty what levels of return will be achieved
and, in any case, we anticipate substantial fluctuations in the
amount of the preferred return distributed to us from year to
year.

Interest Net. Interest income increased due to higher
average cash balances during 2003 than in 2002, but was offset
by interest expense of $2.5 million related to the
convertible notes issued in June 2003.

Provision for Income Taxes. Provision for income taxes
included Federal, state and foreign income taxes in 2002 and
2003, at an effective tax rate of 18.9% and 8.3% in 2002 and
2003, respectively, benefiting from a flat 16.5% and 17.0%, Hong
Kong Corporation Tax on our income arising in, or derived from,
Hong Kong for 2002 and 2003, respectively. For 2003, the
effective rate decreased as a result of a higher proportionate
share of income arising in Hong Kong as opposed to income
arising in the higher statutory jurisdictions. As of
December 31, 2003, we had deferred tax losses of
approximately $4.5 million for which no allowance has been
provided since, in the opinion of management, realization of the
future benefit is probable. In making this determination,
management believes it considered all available evidence, both
positive and negative, as well as the weight and importance
given to such evidence.

Years Ended December 31, 2002 and 2001

Net Sales.Net sales increased $25.7 million, or
9.0%, to $310.0 million in 2002 from $284.3 million in
2001. The growth in net sales was due primarily to the addition
of the Toymax

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##### Table of Contents



Flying
Colors Road Champs


Gross Profit.Gross profit increased $9.7 million,
or 8.1%, to $129.8 million in 2002, or 41.9% of net sales,
from $120.1 million, or 42.2% of net sales, in 2001. The
overall increase in gross profit was attributable to the
increase in net sales. Gross profit margin was compatible to
last year as lower margins for Toymax products were offset by
the decrease in royalty expense as a percentage of net sales due
to changes in the product mix resulting from the sale of more
products with lower royalty rates or proprietary products with
no royalties.

Selling, General and Administrative Expenses.Selling,
general and administrative expenses were $98.1 million in 2002
and $89.6 million in 2001, constituting 31.6% and 31.5% of
net sales, respectively. The overall increase of
$8.5 million in such costs was due to costs incurred in
support of our Kidz Biz and Toymax acquisitions, amortization of
intangible assets other than goodwill from the Toymax and
Trendmasters acquisitions and increased media buys, offset in
part by a decrease in goodwill amortization expense based on the
implementation of SFAS 142. We produced and aired
television commercials in support of several of our products,
including WWE action figures and Flying Colors
products, in 2001 and 2002. From time to time, we may increase
our advertising efforts, if we deem it appropriate for
particular products.

Acquisition Shut-down and Recall Costs.Acquisition
shut-down costs in 2002 relate to shut-down costs, including
lease termination, fixed asset abandonment and other costs, of
certain operations of Toymax and Kidz Biz. Such costs in 2001
relate to shut-down costs of certain operations of Pentech,
acquired in 2000. Operations impacted by these shut-downs were
sales, design, distribution and administration. The integration
of Pentech was completed in 2001 and the integration of Toymax
and Kidz Biz was completed in 2002. In 2002, we accrued
$2.2 million for the recall of one of our products.

The components of the acquisition shut-down and recall costs are
as follows (in thousands):

|                                             |  |                   |   |         |  |        |       |                   |  |   |        |   |  |   |       | 
|-------------------------------------------- |  | ----------------- | - | ------- |  | ------ | ----- | ----------------- |  | - | ------ | - |  | - | ----- | 
|                                             |  | Accrued Balance   |   |         |  |        |       | Accrued Balance  
|                                             |  | December 31, 2001 |   | Accrual |  | Actual |       | December 31, 2002
|                                             |  |                   |   |         |  |        |       |                  
|Lease abandonment costs                      |  | $                 |  |         |  | $      | 3,724 |                   |  | $ | (1,414 | ) |  | $ | 2,310 | 
|Fixed asset write-off                        |  |                   |  |         |  |        | 260   |                   |  |   | (260   | ) |  |   |      | 
|Other                                        |  |                   |  |         |  |        | 559   |                   |  |   | (559   | ) |  |   |      | 
|Recall                                       |  |                   |  |         |  |        | 2,175 |                   |  |   | (2,175 | ) |  |   |      | 
|                                             |  |                   |   |         |  |        |       |                   |  |   |        |   |  |   |       | 
|Total acquisition shut-down and recall costs |  | $                 |  |         |  | $      | 6,718 |                   |  | $ | (4,408 | ) |  | $ | 2,310 | 
|                                             |  |                   |   |         |  |        |       |                   |  |   |        |   |  |   |       | 

Profit from Joint Venture.Profit from joint venture
increased by $1.3 million in 2002 due to the joint venture
having sales of only carryover titles in 2001 compared to
releasing a new Microsoft Xbox title in addition to
having sales of carryover titles in 2002. New releases typically
generate higher unit sales resulting in higher overall sales as
compared to carryover titles. Profit from the joint venture
contributed significantly to our pre-tax profit, representing
17.6% of pre-tax income in 2001 and 19.5% in 2002.

Interest, Net.Interest income decreased in 2002 compared
to 2001 in spite of higher average cash balances due to lower
interest rates.

Provision for Income Taxes.Provision for income taxes
included Federal, state and foreign income taxes in 2001 and
2002, at effective tax rates of 26% in 2001 and 18.9% in 2002,

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##### Table of Contents





Quarterly Fluctuations and Seasonality

We have experienced significant quarterly fluctuations in
operating results and anticipate these fluctuations in the
future. The operating results for any quarter are not
necessarily indicative of results for any future period. Our
first quarter is typically expected to be the least profitable
as a result of lower net sales but substantially similar fixed
operating expenses. This is consistent with the performance of
many companies in the toy industry.

The following table presents our unaudited quarterly results for
the years indicated. The seasonality of our business is
reflected in this quarterly presentation.

|                                                        |                     |                                       |        |                 |   |                 |        |         |   |         |        |         |   |         |        |         |    |         |        |         |   |         |        |         |   |   |         |      |   |   |        |      |    |   |        |      |   |   |        |      |   |   |        |      |   |   |        |       |   
|------------------------------------------------------- | ------------------- | ------------------------------------- | ------ | --------------- | - | --------------- | ------ | ------- | - | ------- | ------ | ------- | - | ------- | ------ | ------- | -- | ------- | ------ | ------- | - | ------- | ------ | ------- | - | - | ------- | ---- | - | - | ------ | ---- | -- | - | ------ | ---- | - | - | ------ | ---- | - | - | ------ | ---- | - | - | ------ | ----- | --
|                                                        |                     |                                       |        |                 |   |                
|                                                        |                     | 2001                                  |        | 2002 (Restated) |   | 2003 (Restated)
|                                                        |                     |                                       |        |                 |   |                
|                                                        |                     | First                                 |        | Second          |   | Third           |        | Fourth  |   | First   |        | Second  |   | Third   |        | Fourth  |    | First   |        | Second  |   | Third   |        | Fourth 
|                                                        |                     | Quarter                               |        | Quarter         |   | Quarter         |        | Quarter |   | Quarter |        | Quarter |   | Quarter |        | Quarter |    | Quarter |        | Quarter |   | Quarter |        | Quarter
|                                                        |                     |                                      
|                                                        |                     | (In thousands, except per share data)
|Net sales                                               |                     | $                                     | 59,962 |                 |   | $               | 70,141 |         |   | $       | 92,768 |         |   | $       | 61,438 |         |    | $       | 59,895 |         |   | $       | 78,992 |         |   | $ | 102,640 |      |   | $ | 68,489 |      |    | $ | 67,759 |      |   | $ | 73,290 |      |   | $ | 90,308 |      |   | $ | 84,419 |      
|                                                        | As a % of full year |                                       |        | 21.1            | % |                 |        | 24.7    | % |         |        | 32.6    | % |         |        | 21.6    | %  |         |        | 19.3    | % |         |        | 25.5    | % |   |         | 33.1 | % |   |        | 22.1 | %  |   |        | 21.5 | % |   |        | 23.2 | % |   |        | 28.6 | % |   |        | 26.7  | % 
|Gross profit                                            |                     | $                                     | 24,468 |                 |   | $               | 32,609 |         |   | $       | 39,056 |         |   | $       | 23,954 |         |    | $       | 26,470 |         |   | $       | 35,192 |         |   | $ | 41,812  |      |   | $ | 26,369 |      |    | $ | 27,442 |      |   | $ | 27,906 |      |   | $ | 36,226 |      |   | $ | 34,868 |      
|                                                        | As a % of full year |                                       |        | 20.4            | % |                 |        | 27.2    | % |         |        | 32.5    | % |         |        | 19.9    | %  |         |        | 20.4    | % |         |        | 27.1    | % |   |         | 32.2 | % |   |        | 20.3 | %  |   |        | 21.7 | % |   |        | 22.1 | % |   |        | 28.7 | % |   |        | 27.6  | % 
|                                                        | As a % of net sales |                                       |        | 40.8            | % |                 |        | 46.5    | % |         |        | 42.1    | % |         |        | 39.0    | %  |         |        | 44.2    | % |         |        | 44.6    | % |   |         | 40.7 | % |   |        | 38.5 | %  |   |        | 40.5 | % |   |        | 38.1 | % |   |        | 40.1 | % |   |        | 41.3  | % 
|Income (loss) from operations                           |                     | $                                     | 7,267  |                 |   | $               | 8,879  |         |   | $       | 14,562 |         |   | $       | (1,410 | )       |    | $       | 1,420  |         |   | $       | 7,863  |         |   | $ | 16,835  |      |   | $ | (1,104 | )    |    | $ | 5,960  |      |   | $ | 2,522  |      |   | $ | 10,480 |      |   | $ | (7,573 | )    
|                                                        | As a % of full year |                                       |        | 24.8            | % |                 |        | 30.3    | % |         |        | 49.7    | % |         |        | (4.8    | )% |         |        | 5.7     | % |         |        | 31.4    | % |   |         | 67.3 | % |   |        | (4.4 | )% |   |        | 52.3 | % |   |        | 22.1 | % |   |        | 92.0 | % |   |        | (66.5 | )%
|                                                        | As a % of net sales |                                       |        | 12.7            | % |                 |        | 12.1    | % |         |        | 15.7    | % |         |        | (2.3    | )% |         |        | 2.4     | % |         |        | 10.0    | % |   |         | 16.4 | % |   |        | (1.6 | )% |   |        | 8.8  | % |   |        | 3.4  | % |   |        | 11.6 | % |   |        | (9.0  | )%
|Income before income taxes and minority interest        |                     | $                                     | 8,480  |                 |   | $               | 9,478  |         |   | $       | 15,250 |         |   | $       | 4,822  |         |    | $       | 2,985  |         |   | $       | 8,800  |         |   | $ | 17,884  |      |   | $ | 4,490  |      |    | $ | 6,299  |      |   | $ | 2,679  |      |   | $ | 10,495 |      |   | $ | (2,138 | )    
|                                                        | As a % of net sales |                                       |        | 14.1            | % |                 |        | 13.5    | % |         |        | 16.4    | % |         |        | 7.8     | %  |         |        | 5.0     | % |         |        | 11.1    | % |   |         | 17.4 | % |   |        | 6.6  | %  |   |        | 9.3  | % |   |        | 3.7  | % |   |        | 11.6 | % |   |        | (2.5  | )%
|Net income                                              |                     | $                                     | 6,021  |                 |   | $               | 6,873  |         |   | $       | 10,949 |         |   | $       | 4,390  |         |    | $       | 2,156  |         |   | $       | 6,973  |         |   | $ | 13,085  |      |   | $ | 5,717  |      |    | $ | 4,988  |      |   | $ | 2,236  |      |   | $ | 8,248  |      |   | $ | 422    |      
|                                                        | As a % of net sales |                                       |        | 10.0            | % |                 |        | 9.8     | % |         |        | 11.8    | % |         |        | 7.1     | %  |         |        | 3.6     | % |         |        | 8.8     | % |   |         | 12.7 | % |   |        | 8.3  | %  |   |        | 7.4  | % |   |        | 3.1  | % |   |        | 9.1  | % |   |        | 0.5   | % 
|Diluted earnings per share                              |                     | $                                     | 0.32   |                 |   | $               | 0.36   |         |   | $       | 0.56   |         |   | $       | 0.22   |         |    | $       | 0.11   |         |   | $       | 0.32   |         |   | $ | 0.54    |      |   | $ | 0.23   |      |    | $ | 0.20   |      |   | $ | 0.09   |      |   | $ | 0.33   |      |   | $ | 0.02   |      
|Weighted average shares and equivalents
    outstanding |                     |                                       | 18,920 |                 |   |                 | 19,259 |         |   |         | 19,586 |         |   |         | 19,763 |         |    |         | 20,236 |         |   |         | 21,953 |         |   |   | 24,059  |      |   |   | 24,800 |      |    |   | 24,917 |      |   |   | 24,683 |      |   |   | 24,629 |      |   |   | 24,642 |      

During the fourth quarter of 2001, we recorded a charge of
$5.0 million to bad debt impacting operating income
relating to the bankruptcy filing of one of our customers, Kmart.

During the first quarter of 2002, we recorded a charge which
impacted operating income by approximately $6.6 million
relating to the restructuring of Toymax and Kidz Biz.

During the second quarter of 2002, we recorded a charge which
impacted operating income by approximately $1.5 million
relating to the recall of one of our products.

During the fourth quarter of 2002, we reversed $2.1 million
of the restructuring charge recorded in the first quarter of
2002 and recorded an additional charge of approximately $0.7
million relating to the recall of one of our products, the net
of which favorably impacted operating income by approximately
$1.4 million. In addition, our effective tax rate for the year
2002 was reduced from 26% to 22%.

During the second quarter of 2003, we recorded a charge which
impacted operating income by approximately $2.7 million
relating to the recall of one of our products.

During the third quarter of 2003, we recovered $0.7 million
of the recall costs, recorded in the second quarter of 2003,
from one of our factories.

During the fourth quarter of 2003, we recorded a non-cash charge
of $8.4 million which impacted operating income relating to
the grant of restricted stock and a charge of $2.1 million
to

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Recent Accounting Standards

In June 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement
Obligations (SFAS 143). The objective of
SFAS 143 is to establish an accounting standard for the
recognition and measurement of an asset retirement obligation on
certain long-lived assets. The retirement obligation must be one
that results from the acquisition, construction or normal
operation of a long-lived asset. SFAS 143 requires the
legal obligation associated with the retirement of a tangible
long-lived asset to be recognized at fair value as a liability
when incurred, and the cost to be capitalized by increasing the
carrying amount of the related long-lived asset. SFAS 143
was adopted effective January 1, 2003 and the adoption of
this statement had no material impact on the consolidated
financial statements.

In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145, Rescission of Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Correction (SFAS 145).
SFAS 145 eliminates extraordinary accounting treatment for
reporting gains or losses on debt extinguishments, and amends
other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their
applicability under changed conditions. SFAS 145 was
adopted effective January 1, 2003 and the adoption of this
statement had no material impact on the consolidated financial
statements.

In June 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, Accounting for Costs Associated
with Exit or Disposal Activities
(SFAS 146), which changes the accounting for
costs such as lease termination costs and certain employee
severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal
activity initiated after December 31, 2002. The standard
requires companies to recognize the fair value of costs
associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or
disposal plan. The adoption of SFAS 146 had no material
effect on the Companys financial position or results of
operations.

In November 2002, the FASB issued FASB Interpretation
No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (Interpretation 45),
which addresses the accounting for and disclosure of guarantees.
Interpretation 45 requires a guarantor to recognize a liability
for the fair value of a guarantee at inception. The recognition
of the liability is required even if it is not probable that
payments will be required under the guarantee. The disclosure
requirements are effective for interim and annual financial
statements ending after December 15, 2002. The initial
recognition and measurement provisions are effective for all
guarantees within the scope of Interpretation 45 issued or
modified after December 31, 2002. The application of
Interpretation 45 did not have a material effect on the
Companys financial position or results of operations.

In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and
Equity (SFAS 150). SFAS 150 establishes
standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities
and equity. The provisions of SFAS 150 were adopted
effective June 9, 2003. The adoption of SFAS 150 did not
have a material effect on the Companys financial position
or results of operations.

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In January 2003 and as revised in December 2003, FASB
issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities (Interpretation 46)
and FASB Interpretation No. 46R. Interpretation 46 and 46R
require companies with a variable interest in a variable
interest entity to apply this guidance as of the beginning of
the first reporting period after December 15, 2003. The
application of the guidance could result in the consolidation of
a variable interest entity. The Company anticipates that the
adoption of Interpretation 46 and 46R will not have a material
effect on the Companys financial position or results of
operations.

Liquidity and Capital Resources

As of December 31, 2003, we had working capital of
$232.6 million, as compared to $129.2 million as of
December 31, 2002. This increase was primarily attributable
to the receipt of net proceeds from the issuance of our
convertible notes payable and from operating activities offset
in part by disbursements relating to the acquisition of certain
assets of P&M.

Operating activities provided net cash of $7.0 million in
the year ended December 31, 2003 as compared to
$71.6 million, including cash provided from the sale of
marketable securities of $37.1 million, in 2002. Net cash
was provided primarily by net income and non-cash charges, such
as the grant of restricted stock and depreciation and
amortization, as well as increases in accounts payable and
deferred income taxes, which were offset in part by an increase
in accounts receivable, inventory, prepaid expenses and other
and decreases in accrued expenses, income taxes payable, and
reserve for sales returns and allowances. As of
December 31, 2003, we had cash and cash equivalents of
$118.2 million and marketable securities of
$19.3 million.

Our investing activities used cash of $47.3 million in the
year ended December 31, 2003, as compared to
$93.1 million in 2002, consisting primarily of the purchase
of office furniture and equipment and molds and tooling used in
the manufacture of our products, the purchase of other assets,
the goodwill acquired in the acquisition of P&M and the
purchase of marketable securities, partially offset by the
repayment of notes receivable from officers. In 2002, our
investing activities consisted primarily of the purchase of
molds and tooling used in the manufacture of our products, the
goodwill and intangible assets other than goodwill acquired in
the acquisitions of Toymax and Trendmasters, plus the
$4.5 million in goodwill relating to the final earn-out for
Flying Colors, partially offset by the repayment of notes
receivable from officers. As part of our strategy to develop and
market new products, we have entered into various character and
product licenses with royalties ranging from 1% to 18% payable
on net sales of such products. As of December 31, 2003,
these agreements required future aggregate minimum guarantees of
$21.9 million, exclusive of $4.8 million in advances
already paid.

Our financing activities provided net cash of $90.0 million
in the year ended December 31, 2003, as compared to
$64.9 million in 2002. In 2003, cash was primarily provided
from the sale of our convertible senior notes and from the
exercise of stock options, partially offset by the repurchase of
our common stock and the repayment of long-term debt. In 2002,
cash was primarily provided from the sale of our common stock
and from the exercise of stock options and warrants, partially
offset by the repayment of debt.

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The following is a summary of our significant contractual cash
obligations for the periods indicated that existed as of
December 31, 2003 and is based on information appearing in
the notes to the consolidated financial statements (in
thousands):

|                                            |  |      |        |      |  |      |        |      |  |      |        |            |  |       |       |  |  |   |       |  |  |   |         |  |  |   |         | 
|------------------------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ | ---------- |  | ----- | ----- |  |  | - | ----- |  |  | - | ------- |  |  | - | ------- | 
|                                            |  | 2004 |        | 2005 |  | 2006 |        | 2007 |  | 2008 |        | Thereafter |  | Total
|                                            |  |      |        |      |  |      |        |      |  |      |        |            |  |      
|Long-term debt                              |  | $    | 19     |      |  | $    | 21     |      |  | $    | 21     |            |  | $     |      |  |  | $ |      |  |  | $ | 98,000  |  |  | $ | 98,061  | 
|Operating leases                            |  |      | 4,757  |      |  |      | 4,285  |      |  |      | 4,022  |            |  |       | 3,531 |  |  |   | 444   |  |  |   | 481     |  |  |   | 17,520  | 
|Minimum guaranteed license/royalty payments |  |      | 6,593  |      |  |      | 7,682  |      |  |      | 3,571  |            |  |       | 1,198 |  |  |   | 1,427 |  |  |   | 1,435   |  |  |   | 21,906  | 
|Employment contracts                        |  |      | 4,675  |      |  |      | 4,473  |      |  |      | 3,215  |            |  |       | 2,930 |  |  |   | 2,180 |  |  |   | 4,510   |  |  |   | 21,983  | 
|                                            |  |      |        |      |  |      |        |      |  |      |        |            |  |       |       |  |  |   |       |  |  |   |         |  |  |   |         | 
|Total contractual cash obligations          |  | $    | 16,044 |      |  | $    | 16,461 |      |  | $    | 10,829 |            |  | $     | 7,659 |  |  | $ | 4,051 |  |  | $ | 104,426 |  |  | $ | 159,470 | 
|                                            |  |      |        |      |  |      |        |      |  |      |        |            |  |       |       |  |  |   |       |  |  |   |         |  |  |   |         | 

In December 2001, we acquired all of the outstanding capital
stock of Kidz Biz Limited, a United Kingdom company, and an
affiliated Hong Kong company, Kidz Biz Far East Limited, for an
aggregate purchase price of approximately $12.4 million.
Total consideration was paid on the closing of the transaction
in cash in the amount of $6.4 million and the issuance of
308,992 shares of our common stock at a value of
$6.0 million. In addition, we agreed to pay an earn-out for
each of 2002, 2003, 2004 and 2005, based on the year over year
increase in Kidz Biz sales, payable by delivery of up to 25,749
shares of our common stock per year. In 2002 and 2003, no
earn-outs were earned.

In October 2001, we and all of our domestic subsidiaries jointly
and severally secured a syndicated line of credit totaling
$50.0 million with a consortium of banks led by Bank of
America, N.A. (Line of Credit). On June 3,
2003, we and the banks amended the loan agreements governing the
Line of Credit (the Loan Agreements), pursuant to
which amendment (i) the banks suspended certain of our
covenants under the Loan Agreements, including those that
prohibited us from consummating the Convertible Senior Notes
offering (note 8) without the banks consent, and
(ii) the banks obligations to extend credit under the
Line of Credit were simultaneously suspended. The amendment
contemplates that we and the banks will attempt to negotiate
revised terms for the Line of Credit, to be reflected in a
further amendment to the Loan Agreements, while waiving the
requirement for obtaining consent for this offering. Neither we
nor the banks, however, have any obligation to enter into such
further amendment to the Loan Agreements. The amendment did not
otherwise effect our right under the Loan Agreements to
voluntarily reduce or terminate the Line of Credit. There have
never been any outstanding borrowings under the Line of Credit
since its inception.

In February 2003, our Board of Directors approved a buyback of
up to $20 million of our common stock. As of
December 31, 2003, we repurchased and retired
554,500 shares of our common stock for a total of
approximately $6.1 million.

On May 31, 2003, we purchased certain product lines,
related assets and assumed certain liabilities of P&M. The
total purchase price of approximately $22.0 million
consisted of cash paid in the amount of $20.7 million and
liabilities of $1.3 million and resulted in goodwill of
$13.7 million. Results of operations have included P&M
from the date of acquisition.

Pursuant to the terms of a Purchase Agreement, dated
June 9, 2003, we sold an aggregate of $98 million of
4.625% Convertible Senior Notes due June 15, 2023. The
holders of the notes may convert the notes into shares of our
common stock at any time at an initial conversion price of
$20.00 per share, subject to certain circumstances
described in the notes. We will pay cash interest on the notes
at an annual rate of 4.625% of the principal amount at issuance,
from the issue date to June 15, 2010, payable on
June 15 and December 15 of each year, commencing on
December 15, 2003. After June 15, 2010, we will not
pay cash interest on the notes. At maturity, on June 15,

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We may redeem the notes at our option in whole or in part
beginning on June 15, 2010, at 100% of their accreted
principal amount plus accrued and unpaid interest (including
contingent interest and additional amounts), if any, payable in
cash. Holders of the notes may also require us to repurchase all
or part of their notes on June 15, 2010, for cash, at a
repurchase price of 100% of the principal amount per note plus
accrued and unpaid interest (including contingent interest and
additional amounts), if any. Holders of the notes may also
require us to repurchase all or part of their notes on
June 15, 2013 and June 15, 2018 at a repurchase price
of 100% of the accreted principal amount per note plus accrued
and unpaid interest (including contingent interest and
additional amounts), if any. Any repurchases at June 15,
2013 and June 15, 2018 may be paid in cash, in shares of
common stock or a combination of cash and shares of common stock.

We believe that our cash flows from operations, cash and cash
equivalents on hand and marketable securities will be sufficient
to meet our working capital and capital expenditure requirements
and provide us with adequate liquidity to meet our anticipated
operating needs for at least the next 12 months. Although
operating activities are expected to provide cash, to the extent
we grow significantly in the future, our operating and investing
activities may use cash and, consequently, this growth may
require us to obtain additional sources of financing. There can
be no assurance that any necessary additional financing will be
available to us on commercially reasonable terms, if at all.

Exchange Rates

Sales from our United States and Hong Kong operations are
denominated in U.S. dollars and our manufacturing costs are
denominated in either U.S. or Hong Kong dollars. Domestic sales
from our United Kingdom operations and operating expenses of all
of our operations are denominated in local currency, thereby
creating exposure to changes in exchange rates. Changes in the
Hong Kong dollar or British Pound/U.S. dollar exchange rate may
positively or negatively affect our gross margins, operating
income and retained earnings. The exchange rate of the Hong Kong
dollar to the U.S. dollar has been fixed by the Hong Kong
government since 1983 at HK$7.80 to US$1.00 and, accordingly,
has not represented a currency exchange risk to the U.S. dollar.
We cannot assure you that the exchange rate between the United
States and Hong Kong currencies will continue to be fixed or
that exchange rate fluctuations between the United States and
Hong Kong and United Kingdom currencies will not have a material
adverse effect on our business, financial condition or results
of operations.




Item 7A. Quantitative and Qualitative Disclosures About
Market Risk

Market risk represents the risk of loss that may impact our
financial position, results of operations or cash flows due to
adverse changes in financial and commodity market prices and
rates. We are exposed to market risk in the areas of changes in
United States and international borrowing rates and changes in
foreign currency exchange rates. In addition, we are exposed to
market risk in certain geographic areas that have experienced or
remain vulnerable to an economic downturn, such as China. We
purchase substantially all of our inventory from companies in
China, and, therefore, we are subject to the risk that such
suppliers will be unable to provide inventory at competitive
prices. While we believe that, if such an event were to occur we
would be able to find alternative sources of inventory at
competitive prices, we cannot assure you that we would be able
to do so. These exposures are directly related to our normal
operating and funding activities.

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Interest Rate Risk

As of December 31, 2003, we do not have any outstanding balances
on our Line of Credit. On June 9, 2003, we issued
convertible notes payable of $98.0 million with a fixed
interest rate of 4.625% per annum. Accordingly, we are not
generally subject to any direct risk of loss arising from
changes in interest rates.

Foreign Currency Risk

We have wholly-owned subsidiaries in Hong Kong and in the
United Kingdom. Sales by these operations made on a FOB China or
Hong Kong basis are denominated in U.S. dollars.
However, purchases of inventory and Hong Kong operating
expenses are typically denominated in Hong Kong dollars and
domestic sales and operating expenses made in the United Kingdom
are typically denominated in British Pounds, thereby creating
exposure to changes in exchange rates. Changes in the British
Pound or Hong Kong dollar/ U.S. dollar exchange rates
may positively or negatively affect our gross margins, operating
income and retained earnings. The British Pound gave rise to the
other comprehensive loss in the balance sheet at
December 31, 2003. The exchange rate of the Hong Kong
dollar to the U.S. dollar has been fixed by the
Hong Kong government since 1983 at HK$7.80 to US$1.00 and,
accordingly, has not represented a currency exchange risk to the
U.S. dollar. We do not believe that near-term changes in
these exchange rates, if any, will result in a material effect
on our future earnings, fair values or cash flows, and
therefore, we have chosen not to enter into foreign currency
hedging transactions. We cannot assure you that this approach
will be successful, especially in the event of a significant and
sudden change in the value of the Hong Kong dollar or
British Pound.

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Item 8. Consolidated Financial Statements and
Supplementary Data

INDEPENDENT AUDITORS REPORT

The Stockholders



We have audited the accompanying consolidated balance sheets of
JAKKS Pacific, Inc. and Subsidiaries as of December 31,
2002 and 2003, and the related consolidated statements of
operations, other comprehensive income, stockholders
equity and cash flows and the financial statement schedule for
each of the three years in the period ended December 31,
2003. These financial statements and the financial statement
schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements and the financial statement schedule based
on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements and
schedule referred to above present fairly, in all material
respects, the financial position of JAKKS Pacific, Inc. and
Subsidiaries as of December 31, 2002 and 2003, and the
results of their operations and cash flows for each of the three
years in the period ended December 31, 2003, in conformity
with accounting principles generally accepted in the United
States of America.

As discussed in Note 2 to the accompanying Consolidated
Financial Statements, the Company has restated its financial
statements as of December 31, 2002 and 2003, and for the
two years in the period ended December 31, 2003.



| |                             
| | ----------------------------
| | /s/ PKF                     
| |                             
| | PKF                         
| | Certified Public Accountants
| | A Professional Corporation  

Los Angeles, California




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JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


|                                         |                                                                                                                                             |                                            |         |          |         |  |         |         |         | 
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------- |  | ------- | ------- | ------- | 
|                                         |                                                                                                                                             |                                           
|                                         |                                                                                                                                             | December 31,                              
|                                         |                                                                                                                                             |                                           
|                                         |                                                                                                                                             | 2002                                       |         | 2003    
|                                         |                                                                                                                                             |                                            |         |         
|                                         |                                                                                                                                             | Restated                                   |         | Restated
|                                         |                                                                                                                                             |                                           
|                                         |                                                                                                                                             | (In thousands, except                     
|                                         |                                                                                                                                             | share data)                               
|Assets                                   |                                                                                                                                             |                                            |         |          |         |  |         |        
|Current assets                           |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         | Cash and cash equivalents                                                                                                                   |                                            | $       | 68,413   |         |  | $       | 118,182 |        
|                                         | Marketable securities                                                                                                                       |                                            |         |         |         |  |         | 19,345  |        
|                                         | Accounts receivable, net of allowance for
    uncollectible accounts of $6,781 and $7,877, respectively                                     |                                            |         | 56,195   |         |  |         | 86,120  |        
|                                         | Inventory, net of reserves of $4,782 and $5,025,
    respectively                                                                           |                                            |         | 38,010   |         |  |         | 44,400  |        
|                                         | Prepaid and other                                                                                                                           |                                            |         | 13,062   |         |  |         | 16,763  |        
|                                         | Notes receivable  officers                                                                                                                 |                                            |         | 1,113    |         |  |         |        |        
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         |                                                                                                                                             | Total current assets                       |         |          | 176,793 |  |         |         | 284,810 | 
|Property and equipment                   |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         | Office furniture and equipment                                                                                                              |                                            |         | 5,932    |         |  |         | 6,563   |        
|                                         | Molds and tooling                                                                                                                           |                                            |         | 31,069   |         |  |         | 34,481  |        
|                                         | Leasehold improvements                                                                                                                      |                                            |         | 2,464    |         |  |         | 2,429   |        
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         |                                                                                                                                             | Total                                      |         |          | 39,465  |  |         |         | 43,473  | 
|                                         | Less accumulated depreciation and amortization                                                                                              |                                            |         | 24,640   |         |  |         | 31,751  |        
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         |                                                                                                                                             | Property and equipment, net                |         |          | 14,825  |  |         |         | 11,722  | 
|Intangibles and other, net               |                                                                                                                                             |                                            | 17,906  |          |         |  | 18,172  |        
|Investment in joint venture              |                                                                                                                                             |                                            | 8,119   |          |         |  | 9,097   |        
|Goodwill, net                            |                                                                                                                                             |                                            | 176,205 |          |         |  | 190,728 |        
|Trademarks, net                          |                                                                                                                                             |                                            | 15,068  |          |         |  | 15,468  |        
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         |                                                                                                                                             | Total assets                               |         | $        | 408,916 |  |         | $       | 529,997 | 
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|Liabilities and Stockholders
    Equity |                                                                                                                                             |                                            |         |          |         |  |         |        
|Current liabilities                      |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         | Accounts payable                                                                                                                            |                                            | $       | 8,993    |         |  | $       | 25,064  |        
|                                         | Accrued expenses                                                                                                                            |                                            |         | 19,394   |         |  |         | 17,351  |        
|                                         | Reserve for sales returns and allowances                                                                                                    |                                            |         | 13,579   |         |  |         | 7,753   |        
|                                         | Current portion of long-term debt                                                                                                           |                                            |         | 18       |         |  |         | 19      |        
|                                         | Income taxes payable                                                                                                                        |                                            |         | 5,625    |         |  |         | 2,021   |        
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         |                                                                                                                                             | Total current liabilities                  |         |          | 47,609  |  |         |         | 52,208  | 
|Long-term debt, net of current portion   |                                                                                                                                             |                                            | 60      |          |         |  | 98,042  |        
|Deferred income taxes                    |                                                                                                                                             |                                            | 4,011   |          |         |  | 1,847   |        
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         |                                                                                                                                             | Total liabilities                          |         |          | 51,680  |  |         |         | 152,097 | 
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|Commitments and contingencies            |                                                                                                                                             |                                            |         |          |         |  |         |        
|Stockholders equity                     |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         | Preferred shares, $.001 par value; 5,000,000
    shares authorized; nil outstanding                                                         |                                            |         |         |         |  |         |        |        
|                                         | Common stock, $.001 par value; 100,000,000 shares
    authorized; 24,472,884 and 24,866,940 shares issued and
    outstanding, respectively |                                            |         | 24       |         |  |         | 25      |        
|                                         | Additional paid-in capital                                                                                                                  |                                            |         | 240,102  |         |  |         | 245,219 |        
|                                         | Retained earnings                                                                                                                           |                                            |         | 117,110  |         |  |         | 133,005 |        
|                                         | Accumulated other comprehensive loss                                                                                                        |                                            |         |         |         |  |         | (349    | )      
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         |                                                                                                                                             | Total stockholders equity                 |         |          | 357,236 |  |         |         | 377,900 | 
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        
|                                         |                                                                                                                                             | Total liabilities and stockholders equity |         | $        | 408,916 |  |         | $       | 529,997 | 
|                                         |                                                                                                                                             |                                            |         |          |         |  |         |        

See notes to consolidated financial statements.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  
|------------------------------------------------------------------ |  | ---------------------------------------- | ------- | -------- |  | -------- | ------- | - |  | - | ------- | -
|                                                                   |  |                                         
|                                                                   |  | Years Ended December 31,                
|                                                                   |  |                                         
|                                                                   |  | 2001                                     |         | 2002     |  | 2003    
|                                                                   |  |                                          |         | Restated |  | Restated
|                                                                   |  |                                         
|                                                                   |  | (In thousands, except per share amounts)
|Net sales                                                          |  | $                                        | 284,309 |          |  | $        | 310,016 |   |  | $ | 315,776 |  
|Cost of sales                                                      |  |                                          | 164,222 |          |  |          | 180,173 |   |  |   | 189,334 |  
|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  
|Gross profit                                                       |  |                                          | 120,087 |          |  |          | 129,843 |   |  |   | 126,442 |  
|Selling, general and administrative expenses                       |  |                                          | 89,575  |          |  |          | 98,111  |   |  |   | 113,053 |  
|Acquisition shut-down and product recall costs                     |  |                                          | 1,214   |          |  |          | 6,718   |   |  |   | 2,000   |  
|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  
|Income from operations                                             |  |                                          | 29,298  |          |  |          | 25,014  |   |  |   | 11,389  |  
|Profit from Joint Venture                                          |  |                                          | (6,675  | )        |  |          | (8,004  | ) |  |   | (7,351  | )
|Interest, net                                                      |  |                                          | (2,057  | )        |  |          | (1,141  | ) |  |   | 1,405   |  
|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  
|Income before provision for income taxes and
    minority interest |  |                                          | 38,030  |          |  |          | 34,159  |   |  |   | 17,335  |  
|Provision for income taxes                                         |  |                                          | 9,797   |          |  |          | 6,466   |   |  |   | 1,440   |  
|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  
|Income before minority interest                                    |  |                                          | 28,233  |          |  |          | 27,693  |   |  |   | 15,895  |  
|Minority interest                                                  |  |                                          |        |          |  |          | (237    | ) |  |   |        |  
|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  
|Net income                                                         |  | $                                        | 28,233  |          |  | $        | 27,930  |   |  | $ | 15,895  |  
|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  
|Basic earnings per share                                           |  | $                                        | 1.55    |          |  | $        | 1.27    |   |  | $ | 0.66    |  
|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  
|Diluted earnings per share                                         |  | $                                        | 1.45    |          |  | $        | 1.23    |   |  | $ | 0.64    |  
|                                                                   |  |                                          |         |          |  |          |         |   |  |   |         |  

See notes to consolidated financial statements.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME


|                                        |  |                          |        |          |  |          |        |  |  |   |        |  
|--------------------------------------- |  | ------------------------ | ------ | -------- |  | -------- | ------ |  |  | - | ------ | -
|                                        |  |                         
|                                        |  | Years Ended December 31,
|                                        |  |                         
|                                        |  | 2001                     |        | 2002     |  | 2003    
|                                        |  |                          |        |          |  |         
|                                        |  |                          |        | Restated |  | Restated
|                                        |  |                         
|                                        |  | (In thousands)          
|Other comprehensive income:             |  |                          |        |          |  |          |        |  |  |   |        |  
|Net income                              |  | $                        | 28,233 |          |  | $        | 27,930 |  |  | $ | 15,895 |  
|Foreign currency translation adjustment |  |                          |       |          |  |          |       |  |  |   | (349   | )
|                                        |  |                          |        |          |  |          |        |  |  |   |        |  
|Other comprehensive income              |  | $                        | 28,233 |          |  | $        | 27,930 |  |  | $ | 15,546 |  
|                                        |  |                          |        |          |  |          |        |  |  |   |        |  

See notes to consolidated financial statements.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY


DECEMBER 31, 2001, 2002 AND
2003


Restated


|                                                           |  |                |        |            |  |         |    |          |  |             |         |               |  |               |         |   |  |   |         |  |  |   |      |   |  |   |         |  
|---------------------------------------------------------- |  | -------------- | ------ | ---------- |  | ------- | -- | -------- |  | ----------- | ------- | ------------- |  | ------------- | ------- | - |  | - | ------- |  |  | - | ---- | - |  | - | ------- | -
|                                                           |  |                |        |            |  |         |    |          |  |             |         |              
|                                                           |  | Common Stock   |        |            |  |         |    |          |  | Accumulated |         |              
|                                                           |  |                |        | Additional |  |         |    |          |  | Other       |         | Total        
|                                                           |  | Number         |        |            |  | Paid-in |    | Treasury |  | Retained    |         | Comprehensive |  | Stockholders
|                                                           |  | of Shares      |        | Amount     |  | Capital |    | Stock    |  | Earnings    |         | Loss          |  | Equity       
|                                                           |  |               
|                                                           |  | (In thousands)
|Balance, December 31, 2000                                 |  |                | 17,992 |            |  | $       | 19 |          |  | $           | 156,475 |               |  | $             | (12,911 | ) |  | $ | 60,947  |  |  | $ |     |   |  | $ | 204,530 |  
|Exercise of options and warrants                           |  |                | 526    |            |  |         | 1  |          |  |             | 3,069   |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 3,070   |  
|Earned compensation for fully vested stock options         |  |                |       |            |  |         |   |          |  |             | 2,571   |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 2,571   |  
|Issuances of common shares for Kidz Biz                    |  |                |        |            |  |         |   |          |  |             | 6,000   |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 6,000   |  
|Net income                                                 |  |                |       |            |  |         |   |          |  |             |        |               |  |               |        |   |  |   | 28,233  |  |  |   |     |   |  |   | 28,233  |  
|                                                           |  |                |        |            |  |         |    |          |  |             |         |               |  |               |         |   |  |   |         |  |  |   |      |   |  |   |         |  
|Balance, December 31, 2001                                 |  |                | 18,827 |            |  |         | 20 |          |  |             | 168,115 |               |  |               | (12,911 | ) |  |   | 89,180  |  |  |   |     |   |  |   | 244,404 |  
|Exercise of options and warrants                           |  |                | 955    |            |  |         | 1  |          |  |             | 5,883   |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 5,884   |  
|Earned compensation for fully vested stock options         |  |                |       |            |  |         |   |          |  |             | (1,308  | )             |  |               |        |   |  |   |        |  |  |   |     |   |  |   | (1,308  | )
|Retirement of treasury stock                               |  |                |       |            |  |         | (1 | )        |  |             | (12,910 | )             |  |               | 12,911  |   |  |   |        |  |  |   |     |   |  |   |        |  
|Fair value of outstanding stock options in
    acquisition |  |                |       |            |  |         |   |          |  |             | 3,151   |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 3,151   |  
|Issuance of common stock for cash                          |  |                | 3,525  |            |  |         | 3  |          |  |             | 59,091  |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 59,094  |  
|Issuance of common stock for Toymax                        |  |                | 1,166  |            |  |         | 1  |          |  |             | 18,080  |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 18,081  |  
|Net income                                                 |  |                |       |            |  |         |   |          |  |             |        |               |  |               |        |   |  |   | 27,930  |  |  |   |     |   |  |   | 27,930  |  
|                                                           |  |                |        |            |  |         |    |          |  |             |         |               |  |               |         |   |  |   |         |  |  |   |      |   |  |   |         |  
|Balance, December 31, 2002                                 |  |                | 24,473 |            |  |         | 24 |          |  |             | 240,102 |               |  |               |        |   |  |   | 117,110 |  |  |   |     |   |  |   | 357,236 |  
|Exercise of options                                        |  |                | 312    |            |  |         |   |          |  |             | 1,777   |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 1,777   |  
|Restricted stock grants                                    |  |                | 696    |            |  |         | 1  |          |  |             | 8,363   |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 8,364   |  
|Issuance of warrants                                       |  |                |       |            |  |         |   |          |  |             | 1,057   |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 1,057   |  
|Earned compensation for fully vested stock options         |  |                |       |            |  |         |   |          |  |             | 6       |               |  |               |        |   |  |   |        |  |  |   |     |   |  |   | 6       |  
|Repurchase and retirement of common stock                  |  |                | (554   | )          |  |         |   |          |  |             | (6,086  | )             |  |               |        |   |  |   |        |  |  |   |     |   |  |   | (6,086  | )
|Net income                                                 |  |                |       |            |  |         |   |          |  |             |        |               |  |               |        |   |  |   | 15,895  |  |  |   |     |   |  |   | 15,895  |  
|Foreign currency translation adjustment                    |  |                |       |            |  |         |   |          |  |             |        |               |  |               |        |   |  |   |        |  |  |   | (349 | ) |  |   | (349    | )
|                                                           |  |                |        |            |  |         |    |          |  |             |         |               |  |               |         |   |  |   |         |  |  |   |      |   |  |   |         |  
|Balance, December 31, 2003                                 |  |                | 24,927 |            |  | $       | 25 |          |  | $           | 245,219 |               |  | $             |        |   |  | $ | 133,005 |  |  | $ | (349 | ) |  | $ | 377,900 |  
|                                                           |  |                |        |            |  |         |    |          |  |             |         |               |  |               |         |   |  |   |         |  |  |   |      |   |  |   |         |  

See notes to consolidated financial statements.

31



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JAKKS PACIFIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |         |        |         |         |  
|-------------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------------------------------- | -------------------------------------------- | ----------------------------------------- | ------ | -------- | ------- | ------- | ------ | ------- | ------- | ------- | ------ | ------- | ------- | -
|                                                         |                                                                                      |                                                   
|                                                         |                                                                                      | Years Ended December 31,                          
|                                                         |                                                                                      |                                                   
|                                                         |                                                                                      | 2001                                               |                                              | 2002                                      |        | 2003    
|                                                         |                                                                                      |                                                    |                                              | Restated                                  |        | Restated
|                                                         |                                                                                      |                                                   
|                                                         |                                                                                      | (In thousands)                                    
|Cash flows from operating activities                     |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         | Net income                                                                           |                                                    | $                                            | 28,233                                    |        |          | $       | 27,930  |        |         | $       | 15,895  |       
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         | Adjustments to reconcile net income to net cash
    provided by operating activities |                                                    |                                              |                                           |        |          |         |         |        |         |         |         |       
|                                                         |                                                                                      | Depreciation and amortization                      |                                              |                                           | 12,220 |          |         |         | 15,456 |         |         |         | 16,029 |        
|                                                         |                                                                                      | Foreign currency translation adjustment            |                                              |                                           |       |          |         |         |       |         |         |         | (349   | )      
|                                                         |                                                                                      | Earned compensation for fully vested stock options |                                              |                                           | 2,571  |          |         |         | (1,308 | )       |         |         | 6      |        
|                                                         |                                                                                      | Investment in joint venture                        |                                              |                                           | 2,977  |          |         |         | (225   | )       |         |         | 79     |        
|                                                         |                                                                                      | Loss on disposal of property and equipment         |                                              |                                           | 16     |          |         |         |       |         |         |         |       |        
|                                                         |                                                                                      | Forgiveness of officer note receivable             |                                              |                                           |       |          |         |         | 285    |         |         |         |       |        
|                                                         |                                                                                      | Restricted stock grants                            |                                              |                                           |       |          |         |         |       |         |         |         | 8,364  |        
|                                                         |                                                                                      | Minority interest                                  |                                              |                                           |       |          |         |         | (237   | )       |         |         |       |        
|                                                         |                                                                                      | Changes in operating assets and liabilities        |                                              |                                           |        |          |         |         |        |         |         |         |        |        
|                                                         |                                                                                      |                                                    | Net sale (purchase) of marketable securities |                                           |        | (23,501  | )       |         |        | 37,119  |         |         |        |        |        
|                                                         |                                                                                      |                                                    | Accounts receivable                          |                                           |        | (5,835   | )       |         |        | (3,307  | )       |         |        | (28,224 | )      
|                                                         |                                                                                      |                                                    | Inventory                                    |                                           |        | (1,489   | )       |         |        | (10,996 | )       |         |        | (2,654  | )      
|                                                         |                                                                                      |                                                    | Prepaid expenses and other                   |                                           |        | 1,423    |         |         |        | 507     |         |         |        | (5,643  | )      
|                                                         |                                                                                      |                                                    | Accounts payable                             |                                           |        | (1,927   | )       |         |        | (3,698  | )       |         |        | 16,264  |        
|                                                         |                                                                                      |                                                    | Accrued expenses                             |                                           |        | 5,529    |         |         |        | (9,534  | )       |         |        | (3,259  | )      
|                                                         |                                                                                      |                                                    | Income taxes payable                         |                                           |        | (6,052   | )       |         |        | 7,056   |         |         |        | (1,397  | )      
|                                                         |                                                                                      |                                                    | Reserve for sales returns and allowances     |                                           |        | (1,600   | )       |         |        | 8,626   |         |         |        | (5,827  | )      
|                                                         |                                                                                      |                                                    | Deferred income taxes                        |                                           |        | 800      |         |         |        | 3,879   |         |         |        | (2,240  | )      
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         |                                                                                      |                                                    |                                              | Total adjustments                         |        |          | (14,868 | )       |        |         | 43,623  |         |        |         | (8,851  | )
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         |                                                                                      |                                                    |                                              | Net cash provided by operating activities |        |          | 13,365  |         |        |         | 71,553  |         |        |         | 7,044   |  
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|Cash flows from investing activities                     |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         | Purchases of property and equipment                                                  |                                                    |                                              | (4,971                                    | )      |          |         | (6,594  | )      |         |         | (4,472  | )     
|                                                         | Purchases of other assets                                                            |                                                    |                                              | (1,230                                    | )      |          |         | (21,159 | )      |         |         | (4,936  | )     
|                                                         | Investment in joint venture                                                          |                                                    |                                              | (1,112                                    | )      |          |         |        |        |         |         |        |       
|                                                         | Cash paid for net assets                                                             |                                                    |                                              | (12,280                                   | )      |          |         | (66,232 | )      |         |         | (19,676 | )     
|                                                         | Net purchases of marketable securities                                               |                                                    |                                              |                                          |        |          |         |        |        |         |         | (19,345 | )     
|                                                         | Notes receivable  officers                                                          |                                                    |                                              | 226                                       |        |          |         | 861     |        |         |         | 1,113   |       
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         |                                                                                      |                                                    |                                              | Net cash used by investing activities     |        |          | (19,369 | )       |        |         | (93,124 | )       |        |         | (47,316 | )
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|Cash flows from financing activities                     |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         | Proceeds from sale of common stock                                                   |                                                    |                                              |                                          |        |          |         | 59,094  |        |         |         |        |       
|                                                         | Repurchase of common stock                                                           |                                                    |                                              |                                          |        |          |         |        |        |         |         | (6,086  | )     
|                                                         | Proceeds from debt                                                                   |                                                    |                                              | 95                                        |        |          |         |        |        |         |         |        |       
|                                                         | Proceeds from stock options and warrants exercised                                   |                                                    |                                              | 3,070                                     |        |          |         | 5,884   |        |         |         | 1,777   |       
|                                                         | Net proceeds from sale of convertible notes                                          |                                                    |                                              |                                          |        |          |         |        |        |         |         | 94,366  |       
|                                                         | Repayments of debt                                                                   |                                                    |                                              | (1,400                                    | )      |          |         | (30     | )      |         |         | (16     | )     
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         |                                                                                      |                                                    |                                              | Net cash provided by financing activities |        |          | 1,765   |         |        |         | 64,948  |         |        |         | 90,041  |  
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|Net increase (decrease) in cash and cash
    equivalents |                                                                                      |                                                    | (4,239                                       | )                                         |        |          | 43,377  |         |        |         | 49,769  |        
|Cash and cash equivalents, beginning of year             |                                                                                      |                                                    | 29,275                                       |                                           |        |          | 25,036  |         |        |         | 68,413  |        
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|Cash and cash equivalents, end of year                   |                                                                                      | $                                                  | 25,036                                       |                                           |        | $        | 68,413  |         |        | $       | 118,182 |        
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|Cash paid during the period for:                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         | Interest                                                                             |                                                    | $                                            | 118                                       |        |          | $       | 80      |        |         | $       | 2,375   |       
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        
|                                                         | Income taxes                                                                         |                                                    | $                                            | 14,008                                    |        |          | $       | 3,235   |        |         | $       | 9,694   |       
|                                                         |                                                                                      |                                                    |                                              |                                           |        |          |         |         |        |         |         |        

See note 17 for additional supplemental information to
consolidated statements of cash flows.

See notes to consolidated financial statements.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


DECEMBER 31, 2003


Note 1Principal industry

JAKKS Pacific, Inc. (the Company) is engaged in the
development, production and marketing of toys and related
products, some of which are based on highly-recognized
entertainment properties and character licenses. The Company
commenced its primary business operations in July 1995 through
the purchase of substantially all of the assets of a Hong Kong
toy company. The Company markets its product lines domestically
and internationally.

The Company was incorporated under the laws of the State of
Delaware in January 1995.

Note 2Summary of significant accounting policies

Principles of consolidation

The consolidated financial statements include accounts of the
Company and its wholly-owned subsidiaries. In consolidation, all
significant inter-company balances and transactions are
eliminated.

Cash and cash equivalents

The Company considers all highly liquid assets, having an
original maturity of less than three months, to be cash
equivalents. The Company maintains its cash in bank deposits
which, at times, may exceed federally insured limits. The
Company has not experienced any losses in such accounts. The
Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.

Use of estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the dates of
the financial statements, and the reported amounts of revenue
and expenses during the reporting periods. Actual future results
could differ from those estimates.

Revenue recognition

Revenue is recognized upon the shipment of goods to customers.
Provisions for estimated returns, defective products and other
allowances are made at the time of sale.

Inventory

Inventory, which includes the ex-factory cost of goods and
in-bound freight, is valued at the lower of cost (first-in,
first-out) or market and consists of the following:

|               |  |                |        |      |  |   |        | 
|-------------- |  | -------------- | ------ | ---- |  | - | ------ | 
|               |  |               
|               |  | December 31,  
|               |  |               
|               |  | 2002           |        | 2003
|               |  |               
|               |  | (In thousands)
|Deposits       |  | $              | 20     |      |  | $ |       | 
|Raw materials  |  |                | 586    |      |  |   | 1,033  | 
|Finished goods |  |                | 37,404 |      |  |   | 43,367 | 
|               |  |                |        |      |  |   |        | 
|               |  | $              | 38,010 |      |  | $ | 44,400 | 
|               |  |                |        |      |  |   |        | 

33



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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Marketable securities

Marketable securities categorized as trading securities were
liquidated at December 31, 2002 and related unrealized
holding gains or losses are included in earnings. New
investments made in 2003 are categorized as available for sale
and related unrealized holding gains or losses are included as a
component of stockholders equity. At December 31,
2002 and 2003, cost approximated fair market value.

Fair value of financial instruments

The Companys cash and cash equivalents, accounts
receivable and loan payable represent financial instruments. The
carrying value of these financial instruments is a reasonable
approximation of fair value. The fair value of the convertible
senior notes, at December 31, 2003 was approximately
$99.0 million. The fair value of the Companys
convertible senior notes approximates the carrying value based
on quoted trading prices for the notes.

Property and equipment

Property and equipment are stated at cost and are being
depreciated using the straight-line method over their estimated
useful lives as follows:

|                       |  |  |                                        | 
|---------------------- |  |  | -------------------------------------- | 
|Office equipment       |  |  | 5 years                                | 
|Furniture and fixtures |  |  | 5 - 7 years                            | 
|Molds and tooling      |  |  | 2 - 4 years                            | 
|Leasehold improvements |  |  | Shorter of length of lease or 10 years | 

Shipping and handling costs

The consolidated financial statements reflect, for all periods
presented, the adoption of the classification or disclosure
requirements pursuant to Emerging Issues Task Force
(EITF) 00-10, Accounting for Shipping and
Handling Fees and Costs, which was effective in the fourth
quarter of fiscal 2000. Consistent with EITF 00-10, the Company
has historically classified income from freight charges to
customers in Net sales. The Company classifies
shipping and handling costs in Selling, general and
administrative expenses. Such costs amounted to
approximately $11.9 million in 2001, $8.1 million in
2002 and $5.2 million in 2003.

Advertising

Production costs of commercials and programming are charged to
operations in the year during which the production is first
aired. The costs of other advertising, promotion and marketing
programs are charged to operations in the year incurred.
Advertising expense for the years ended December 31, 2001,
2002 and 2003, was approximately $11.0 million,
$12.7 million and 12.4 million, respectively.

Income taxes

The Company does not file a consolidated return with its foreign
subsidiaries. The Company files Federal and state returns and
its foreign subsidiaries each file Hong Kong returns and United
Kingdom returns, as applicable. Deferred taxes are provided on a
liability method whereby deferred tax assets are recognized as
deductible temporary differences and operating loss and tax
credit

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


carry-forwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and
liabilities and their tax basis. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

Translation of foreign currencies

Monetary assets and liabilities denominated in Hong Kong dollars
or British Pounds Sterling are translated into United States
dollars at the rate of exchange ruling at the balance sheet
date. Transactions during the period are translated at the rates
ruling at the dates of the transactions.

Profits and losses resulting from the above translation policy
are recognized in the consolidated statements of operations and
statements of other comprehensive income.

Accounting for the impairment of long-lived assets

Long-lived assets, which include property and equipment,
goodwill and intangible assets other than goodwill, are
evaluated for impairment when events or changes in circumstances
indicate that the carrying amount of the assets may not be
recoverable through the estimated undiscounted future cash flows
from the use of these assets. When any such impairment exists,
the related assets will be written down to fair value.

Goodwill and other intangible assets

In July 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards No. 141, Business Combinations
(SFAS 141) and Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142).
SFAS 141 is effective for business combinations initiated
after June 30, 2001. SFAS 141 requires that all
business combinations completed after its adoption be accounted
for under the purchase method of accounting and establishes
specific criteria for the recognition of intangible assets
separately from goodwill. SFAS 142 was effective for the
Company on January 1, 2002 and primarily addresses the
accounting for goodwill and intangible assets subsequent to
their acquisition. With the adoption of SFAS 142, goodwill
and other intangible assets are no longer amortized and are
tested for impairment at least annually at the reporting unit
level. As of December 31, 2003, there was no impairment to
the underlying value of goodwill or intangible assets other than
goodwill.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


The effect of adoption of SFAS 142 on the reported net
income for the current and comparative prior period is as
follows:

|                                                                                |  |                                 |        |          |  |          |        |  |  |   |        | 
|------------------------------------------------------------------------------- |  | ------------------------------- | ------ | -------- |  | -------- | ------ |  |  | - | ------ | 
|                                                                                |  |                                
|                                                                                |  | For the Year Ended December 31,
|                                                                                |  |                                
|                                                                                |  | 2001                            |        | 2002     |  | 2003    
|                                                                                |  |                                 |        |          |  |         
|                                                                                |  |                                 |        | Restated |  | Restated
|                                                                                |  |                                
|                                                                                |  | (In thousands, except per share
|                                                                                |  | amounts)                       
|Reported net income                                                             |  | $                               | 28,233 |          |  | $        | 27,930 |  |  | $ | 15,895 | 
|Add back: Amortization of goodwill and other
    intangibles, net of tax effect |  |                                 | 2,579  |          |  |          |       |  |  |   |       | 
|                                                                                |  |                                 |        |          |  |          |        |  |  |   |        | 
|Net income, as adjusted                                                         |  | $                               | 30,812 |          |  | $        | 27,930 |  |  | $ | 15,895 | 
|                                                                                |  |                                 |        |          |  |          |        |  |  |   |        | 
|Earnings per share  basic:                                                     |  |                                 |        |          |  |          |        |  |  |   |        | 
|Reported net income                                                             |  | $                               | 1.55   |          |  | $        | 1.27   |  |  | $ | 0.66   | 
|Add back: Amortization of goodwill and other
    intangibles, net of tax effect |  |                                 | 0.14   |          |  |          |       |  |  |   |       | 
|                                                                                |  |                                 |        |          |  |          |        |  |  |   |        | 
|Earnings per share  basic, as adjusted                                         |  | $                               | 1.69   |          |  | $        | 1.27   |  |  | $ | 0.66   | 
|                                                                                |  |                                 |        |          |  |          |        |  |  |   |        | 
|Earnings per share  diluted:                                                   |  |                                 |        |          |  |          |        |  |  |   |        | 
|Reported net income                                                             |  | $                               | 1.45   |          |  | $        | 1.23   |  |  | $ | 0.64   | 
|Add back: Amortization of goodwill and other
    intangibles, net of tax effect |  |                                 | 0.13   |          |  |          |       |  |  |   |       | 
|                                                                                |  |                                 |        |          |  |          |        |  |  |   |        | 
|Earnings per share  diluted, as
    adjusted                                   |  | $                               | 1.58   |          |  | $        | 1.23   |  |  | $ | 0.64   | 
|                                                                                |  |                                 |        |          |  |          |        |  |  |   |        | 

The carrying value of goodwill is based on managements
current assessment of recoverability. Management evaluates
recoverability using both objective and subjective factors.
Objective factors include managements best estimates of
projected future earnings and cash flows and analysis of recent
sales and earnings trends. Subjective factors include
competitive analysis and the Companys strategic focus.

Intangible assets other than goodwill consist of product
technology rights and trademarks. Intangible assets are
amortized over the estimated economic lives of the related
assets. Accumulated amortization as of December 31, 2002
and 2003 was $9.2 million and $16.5 million,
respectively.

Stock Option Plans

In December 2002, the FASB issued Statement of Financial
Accounting Standards No. 148 Accounting for
Stock-Based Compensation  Transition and Disclosure
an Amendment of FASB Statement No. 123
(SFAS 148). SFAS 148 Statement amends
Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation
(SFAS 123), to provide alternative methods of
transition for an entity that voluntarily changes to the fair
value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of that
Statement to require prominent disclosure about the effects on
reported net income of an entitys accounting policy
decisions with respect to stock-based employee compensation.
Finally, SFAS 148 amends APB Opinion No. 28, Interim
Financial Reporting, to require disclosure about those effects
in interim financial information.

At December 31, 2003, the Company has stock-based employee
compensation plans, which are described more fully in
Note 14. The Company accounts for those plans under the
recognition and

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


measurement principles of APB Opinion No. 25, Accounting
for Stock Issued to Employees, and related Interpretations. No
stock-based employee compensation cost is reflected in net
income, as all options granted under those plans had an exercise
price equal to the market value of the underlying common stock
on the date of grant. However, certain options had been repriced
resulting in compensation adjustments, which have been reflected
in net income. The following table illustrates the effect on net
income and earnings per share if the Company had applied the
fair value recognition provisions of SFAS 123, to
stock-based employee compensation.

In 2001, 2002 and 2003 the fair value of each employee option
grant was estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions used:
risk-free rate of interest of 6%, 4% and 4%, respectively;
dividend yield of 0%; with volatility of 91%, 87% and 82%
respectively; and expected lives of five years.

|                                                                                                                                              |  |                         |        |          |  |          |        |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------ | -------- |  | -------- | ------ | - |  | - | ------ | -
|                                                                                                                                              |  |                        
|                                                                                                                                              |  | Year Ended December 31,
|                                                                                                                                              |  |                        
|                                                                                                                                              |  | 2001                    |        | 2002     |  | 2003    
|                                                                                                                                              |  |                         |        |          |  |         
|                                                                                                                                              |  |                         |        | Restated |  | Restated
|                                                                                                                                              |  |                        
|                                                                                                                                              |  | (In thousands,         
|                                                                                                                                              |  | except per share data) 
|Net income, as reported                                                                                                                       |  | $                       | 28,233 |          |  | $        | 27,930 |   |  | $ | 15,895 |  
|Add (Deduct): Stock-based employee compensation
    expense (income) included in reported net income, net of related
    tax effects          |  |                         | 2,005  |          |  |          | (1,021 | ) |  |   | 5      |  
|Deduct: Total stock-based employee compensation
    expense determined under fair value method for all awards, net
    of related tax effects |  |                         | (1,499 | )        |  |          | (2,034 | ) |  |   | (2,796 | )
|                                                                                                                                              |  |                         |        |          |  |          |        |   |  |   |        |  
|Pro forma net income                                                                                                                          |  | $                       | 28,739 |          |  | $        | 24,875 |   |  | $ | 13,104 |  
|                                                                                                                                              |  |                         |        |          |  |          |        |   |  |   |        |  
|Earnings per share:                                                                                                                           |  |                         |        |          |  |          |        |   |  |   |        |  
|Basic  as reported                                                                                                                           |  | $                       | 1.55   |          |  | $        | 1.27   |   |  | $ | 0.66   |  
|                                                                                                                                              |  |                         |        |          |  |          |        |   |  |   |        |  
|Basic  pro forma                                                                                                                             |  | $                       | 1.58   |          |  | $        | 1.13   |   |  | $ | 0.54   |  
|                                                                                                                                              |  |                         |        |          |  |          |        |   |  |   |        |  
|Diluted  as reported                                                                                                                         |  | $                       | 1.45   |          |  | $        | 1.23   |   |  | $ | 0.64   |  
|                                                                                                                                              |  |                         |        |          |  |          |        |   |  |   |        |  
|Diluted  pro forma                                                                                                                           |  | $                       | 1.48   |          |  | $        | 1.09   |   |  | $ | 0.53   |  
|                                                                                                                                              |  |                         |        |          |  |          |        |   |  |   |        |  

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Earnings per share

The following table is a reconciliation of the weighted-average
shares used in the computation of basic and diluted earnings per
share for the periods presented (in thousands, except per share
data):

|                                                                   |  |        |        |          |  |           |        |  |  |   |      | 
|------------------------------------------------------------------ |  | ------ | ------ | -------- |  | --------- | ------ |  |  | - | ---- | 
|                                                                   |  |       
|                                                                   |  | 2001  
|                                                                   |  |       
|                                                                   |  |        |        | Weighted |  |          
|                                                                   |  |        |        | Average  |  |          
|                                                                   |  | Income |        | Shares   |  | Per Share
|Basic EPS                                                          |  |        |        |          |  |           |        |  |  |   |      | 
|Income available to common stockholders                            |  | $      | 28,233 |          |  |           | 18,199 |  |  | $ | 1.55 | 
|                                                                   |  |        |        |          |  |           |        |  |  |   |      | 
|Effect of dilutive securities                                      |  |        |        |          |  |           |        |  |  |   |      | 
|Options and warrants                                               |  |        |       |          |  |           | 1,211  |  |  |   |      | 
|                                                                   |  |        |        |          |  |           |        |  |  |   |      | 
|Diluted EPS                                                        |  |        |        |          |  |           |        |  |  |   |      | 
|Income available to common stockholders plus
    assumed exercises |  | $      | 28,233 |          |  |           | 19,410 |  |  | $ | 1.45 | 
|                                                                   |  |        |        |          |  |           |        |  |  |   |      | 

|                                                                   |  |          |        |          |  |           |        |  |  |   |      | 
|------------------------------------------------------------------ |  | -------- | ------ | -------- |  | --------- | ------ |  |  | - | ---- | 
|                                                                   |  |         
|                                                                   |  | 2002    
|                                                                   |  |         
|                                                                   |  |          |        | Weighted |  |          
|                                                                   |  |          |        | Average  |  |          
|                                                                   |  | Income   |        | Shares   |  | Per Share
|                                                                   |  | Restated |        |          |  |          
|Basic EPS                                                          |  |          |        |          |  |           |        |  |  |   |      | 
|Income available to common stockholders                            |  | $        | 27,930 |          |  |           | 21,963 |  |  | $ | 1.27 | 
|                                                                   |  |          |        |          |  |           |        |  |  |   |      | 
|Effect of dilutive securities                                      |  |          |        |          |  |           |        |  |  |   |      | 
|Options and warrants                                               |  |          |       |          |  |           | 784    |  |  |   |      | 
|                                                                   |  |          |        |          |  |           |        |  |  |   |      | 
|Diluted EPS                                                        |  |          |        |          |  |           |        |  |  |   |      | 
|Income available to common stockholders plus
    assumed exercises |  | $        | 27,930 |          |  |           | 22,747 |  |  | $ | 1.23 | 
|                                                                   |  |          |        |          |  |           |        |  |  |   |      | 

|                                                                   |  |          |        |          |  |           |        |  |  |   |      | 
|------------------------------------------------------------------ |  | -------- | ------ | -------- |  | --------- | ------ |  |  | - | ---- | 
|                                                                   |  |         
|                                                                   |  | 2003    
|                                                                   |  |         
|                                                                   |  |          |        | Weighted |  |          
|                                                                   |  |          |        | Average  |  |          
|                                                                   |  | Income   |        | Shares   |  | Per Share
|                                                                   |  | Restated |        |          |  |          
|Basic EPS                                                          |  |          |        |          |  |           |        |  |  |   |      | 
|Income available to common stockholders                            |  | $        | 15,895 |          |  |           | 24,262 |  |  | $ | 0.66 | 
|                                                                   |  |          |        |          |  |           |        |  |  |   |      | 
|Effect of dilutive securities                                      |  |          |        |          |  |           |        |  |  |   |      | 
|Options and warrants                                               |  |          |       |          |  |           | 415    |  |  |   |      | 
|                                                                   |  |          |        |          |  |           |        |  |  |   |      | 
|Diluted EPS                                                        |  |          |        |          |  |           |        |  |  |   |      | 
|Income available to common stockholders plus
    assumed exercises |  | $        | 15,895 |          |  |           | 24,677 |  |  | $ | 0.64 | 
|                                                                   |  |          |        |          |  |           |        |  |  |   |      | 

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Recent Accounting
Standards

In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement
Obligations (SFAS 143). The objective of
SFAS 143 is to establish an accounting standard for the
recognition and measurement of an asset retirement obligation on
certain long-lived assets. The retirement obligation must be one
that results from the acquisition, construction or normal
operation of a long-lived asset. SFAS 143 requires the
legal obligation associated with the retirement of a tangible
long-lived asset to be recognized at fair value as a liability
when incurred, and the cost to be capitalized by increasing the
carrying amount of the related long-lived asset. SFAS 143
was adopted effective January 1, 2003 and the adoption of
this statement had no material impact on the consolidated
financial statements.

In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145, Rescission of Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Correction (SFAS 145).
SFAS 145 eliminates extraordinary accounting treatment for
reporting gains or losses on debt extinguishments, and amends
other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their
applicability under changed conditions. SFAS 145 was
adopted effective January 1, 2003 and the adoption of this
statement had no material impact on the consolidated financial
statements.

In June 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, Accounting for Costs Associated
with Exit or Disposal Activities
(SFAS 146), which changes the accounting for
costs such as lease termination costs and certain employee
severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal
activity initiated after December 31, 2002. The standard
requires companies to recognize the fair value of costs
associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or
disposal plan. The adoption of SFAS 146 had no material
effect on the Companys financial position or results of
operations.

In November 2002, the FASB issued FASB Interpretation
No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others
(Interpretation 45), which addresses the
accounting for and disclosure of guarantees.
Interpretation 45 requires a guarantor to recognize a
liability for the fair value of a guarantee at inception. The
recognition of the liability is required even if it is not
probable that payments will be required under the guarantee. The
disclosure requirements are effective for interim and annual
financial statements ending after December 15, 2002. The
initial recognition and measurement provisions are effective for
all guarantees within the scope of Interpretation 45 issued
or modified after December 31, 2002. The application of
Interpretation 45 did not have a material effect on the
Companys financial position or results of operations.

In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and
Equity (SFAS 150). SFAS 150
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity. The provisions of SFAS 150 were
adopted effective June 9, 2003. The adoption of
SFAS 150 did not have a material effect on the
Companys financial position or results of operations.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


In January 2003 and as revised in December 2003, FASB issued
FASB Interpretation No. 46, Consolidation of Variable
Interest Entities (Interpretation 46) and
FASB Interpretation No. 46R. Interpretation 46 and 46R
require companies with a variable interest in a variable
interest entity to apply this guidance as of the beginning of
the first reporting period after December 15, 2003. The
application of the guidance could result in the consolidation of
a variable interest entity. The Company anticipates that the
adoption of Interpretation 46 and 46R will not have a
material effect on the Companys financial position or
results of operations.

Reclassifications

Certain reclassifications have been made to prior years balances
in order to conform to the current year presentation.

Restatement of Consolidated
Financial Statements

The accompanying consolidated financial statements as of
December 31, 2002 and 2003 and for the two years in the
period ended December 31, 2003 have been restated from
those originally issued to reflect certain adjustments related
to the accounting for the acquisitions of Toymax, Trendmasters
and P&M in accordance with Statement of Financial Accounting
Standards No. 141. Specifically, the purchase price of
these acquisitions was originally allocated substantially to
goodwill, and, based on studies and valuations completed in 2005
by a third-party valuation consultant, the purchase price of
these acquisitions has been reallocated in part to intangible
assets other than goodwill, including those with limited lives.
The adjustment to amortization expense related to the limited
life intangible assets of $6.3 million in 2002 and
$7.3 million in 2003 and the resulting charge to cost of
sales related to the mark-up of acquired inventory of
$0.7 million in 2002 and $0.2 million in 2003, which
led to a reduction of operating income in 2002 and 2003.

These adjustments impacted the consolidated balance sheets as of
December 31, 2002 and 2003, and the consolidated statements
of operations, other comprehensive income, stockholders
equity and cash flows for each of the two years ended
December 31, 2002 and 2003. The impact of

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


this restatement, which has been reflected throughout the
consolidated financial statements and accompanying notes, is as
follows (in thousands, except per share amounts):

Consolidated Balance Sheet

|                                           |  |               |         |             |  |               |         |             |  |   |         |  |  |   |         | 
|------------------------------------------ |  | ------------- | ------- | ----------- |  | ------------- | ------- | ----------- |  | - | ------- |  |  | - | ------- | 
|                                           |  |              
|                                           |  | December 31, 
|                                           |  |              
|                                           |  | 2002          |         | 2002        |  | 2003          |         | 2003       
|                                           |  |               |         |             |  |               |         |            
|                                           |  | As Previously |         | As Restated |  | As Previously |         | As Restated
|                                           |  | Reported      |         |             |  | Reported      |         |            
|Intangibles and other, net                 |  | $             | 8,169   |             |  | $             | 17,906  |             |  | $ | 13,217  |  |  | $ | 18,172  | 
|Goodwill, net                              |  |               | 189,336 |             |  |               | 176,205 |             |  |   | 206,952 |  |  |   | 190,728 | 
|Trademarks, net                            |  |               | 11,568  |             |  |               | 15,068  |             |  |   | 11,568  |  |  |   | 15,468  | 
|Total assets                               |  |               | 408,810 |             |  |               | 408,916 |             |  |   | 537,364 |  |  |   | 529,997 | 
|Income taxes payable                       |  |               | 5,625   |             |  |               | 5,625   |             |  |   | 2,021   |  |  |   | 2,021   | 
|Deferred income taxes                      |  |               | 563     |             |  |               | 4,011   |             |  |   | 1,164   |  |  |   | 1,847   | 
|Total liabilities                          |  |               | 48,233  |             |  |               | 51,680  |             |  |   | 151,414 |  |  |   | 152,097 | 
|Retained earnings                          |  |               | 120,451 |             |  |               | 117,110 |             |  |   | 141,055 |  |  |   | 133,005 | 
|Total stockholders equity                 |  |               | 360,577 |             |  |               | 357,236 |             |  |   | 385,950 |  |  |   | 377,900 | 
|Total liabilities and stockholders equity |  |               | 408,810 |             |  |               | 408,916 |             |  |   | 537,364 |  |  |   | 529,997 | 

Consolidated Statements of Operations

|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------------------ | ------- | ----------- |  | ------------- | ------- | ----------- |  | - | ------- | - |  | - | ------- | -
|                                                                   |  |                         
|                                                                   |  | Years Ended December 31,
|                                                                   |  |                         
|                                                                   |  | 2002                     |         | 2002        |  | 2003          |         | 2003       
|                                                                   |  |                          |         |             |  |               |         |            
|                                                                   |  | As Previously            |         | As Restated |  | As Previously |         | As Restated
|                                                                   |  | Reported                 |         |             |  | Reported      |         |            
|Net sales                                                          |  | $                        | 310,016 |             |  | $             | 310,016 |             |  | $ | 315,776 |   |  | $ | 315,776 |  
|Cost of sales                                                      |  |                          | 179,465 |             |  |               | 180,173 |             |  |   | 189,142 |   |  |   | 189,334 |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Gross profit                                                       |  |                          | 130,551 |             |  |               | 129,843 |             |  |   | 126,634 |   |  |   | 126,442 |  
|Selling, general and administrative expenses                       |  |                          | 91,849  |             |  |               | 98,111  |             |  |   | 105,771 |   |  |   | 113,053 |  
|Acquisition shut-down and product recall costs                     |  |                          | 6,718   |             |  |               | 6,718   |             |  |   | 2,000   |   |  |   | 2,000   |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Income from operations                                             |  |                          | 31,984  |             |  |               | 25,014  |             |  |   | 18,863  |   |  |   | 11,389  |  
|Profit from Joint Venture                                          |  |                          | (8,004  | )           |  |               | (8,004  | )           |  |   | (7,351  | ) |  |   | (7,351  | )
|Interest, net                                                      |  |                          | (1,141  | )           |  |               | (1,141  | )           |  |   | 1,405   |   |  |   | 1,405   |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Income before provision for income taxes and
    minority interest |  |                          | 41,129  |             |  |               | 34,159  |             |  |   | 24,809  |   |  |   | 17,335  |  
|Provision for income taxes                                         |  |                          | 9,048   |             |  |               | 6,466   |             |  |   | 4,205   |   |  |   | 1,440   |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Income before minority interest                                    |  |                          | 32,081  |             |  |               | 27,693  |             |  |   | 20,604  |   |  |   | 15,895  |  
|Minority Interest                                                  |  |                          | 810     |             |  |               | (237    | )           |  |   |        |   |  |   |        |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Net income                                                         |  | $                        | 31,271  |             |  | $             | 27,930  |             |  | $ | 20,604  |   |  | $ | 15,895  |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Basic earnings per share                                           |  | $                        | 1.42    |             |  | $             | 1.27    |             |  | $ | 0.85    |   |  | $ | 0.66    |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|Diluted earnings per share                                         |  | $                        | 1.37    |             |  | $             | 1.23    |             |  | $ | 0.83    |   |  | $ | 0.64    |  
|                                                                   |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  

41



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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Consolidated Statements of Comprehensive Income

|                                        |  |                          |        |             |  |               |        |             |  |   |        |   |  |   |        |  
|--------------------------------------- |  | ------------------------ | ------ | ----------- |  | ------------- | ------ | ----------- |  | - | ------ | - |  | - | ------ | -
|                                        |  |                         
|                                        |  | Years Ended December 31,
|                                        |  |                         
|                                        |  | 2002                     |        | 2002        |  | 2003          |        | 2003       
|                                        |  |                          |        |             |  |               |        |            
|                                        |  | As Previously            |        | As Restated |  | As Previously |        | As Restated
|                                        |  | Reported                 |        |             |  | Reported      |        |            
|Net income                              |  | $                        | 31,271 |             |  | $             | 27,930 |             |  | $ | 20,604 |   |  | $ | 15,895 |  
|Foreign currency translation adjustment |  |                          |       |             |  |               |       |             |  |   | (349   | ) |  |   | (349   | )
|                                        |  |                          |        |             |  |               |        |             |  |   |        |   |  |   |        |  
|Other comprehensive income              |  | $                        | 31,271 |             |  | $             | 27,930 |             |  | $ | 20,255 |   |  | $ | 15,546 |  
|                                        |  |                          |        |             |  |               |        |             |  |   |        |   |  |   |        |  

Consolidated Statements of Cash Flows

|                                          |  |                          |         |             |  |               |         |             |  |   |         |   |  |   |         |  
|----------------------------------------- |  | ------------------------ | ------- | ----------- |  | ------------- | ------- | ----------- |  | - | ------- | - |  | - | ------- | -
|                                          |  |                         
|                                          |  | Years Ended December 31,
|                                          |  |                         
|                                          |  | 2002                     |         | 2002        |  | 2003          |         | 2003       
|                                          |  |                          |         |             |  |               |         |            
|                                          |  | As Previously            |         | As Restated |  | As Previously |         | As Restated
|                                          |  | Reported                 |         |             |  | Reported      |         |            
|Net income                                |  | $                        | 31,271  |             |  | $             | 27,930  |             |  | $ | 20,604  |   |  | $ | 15,895  |  
|Depreciation and Amortization             |  |                          | 9,193   |             |  |               | 15,456  |             |  |   | 8,747   |   |  |   | 16,029  |  
|Minority interest                         |  |                          | 810     |             |  |               | (237    | )           |  |   |        |   |  |   |        |  
|Deferred income taxes                     |  |                          | 432     |             |  |               | 3,879   |             |  |   | 525     |   |  |   | (2,240  | )
|Total adjustments                         |  |                          | 34,959  |             |  |               | 43,623  |             |  |   | (13,418 | ) |  |   | (8,851  | )
|Net cash provided by operating activities |  |                          | 66,230  |             |  |               | 71,553  |             |  |   | 7,186   |   |  |   | 7,044   |  
|Purchase of other assets                  |  |                          | (1,659  | )           |  |               | (21,159 | )           |  |   | (2,434  | ) |  |   | (4,936  | )
|Cash paid for net assets                  |  |                          | (80,410 | )           |  |               | (66,232 | )           |  |   | (22,320 | ) |  |   | (19,676 | )
|Net cash used by investing activities     |  |                          | (87,802 | )           |  |               | (93,124 | )           |  |   | (47,457 | ) |  |   | (47,316 | )

Note 3Business Segments and Geographic Data

JAKKS Pacific, Inc. is a worldwide producer and marketer of
childrens toys and related products, principally engaged
in the design, development, production and marketing of
traditional toys, including boys action figures, vehicles and
playsets, craft and activity products, writing instruments,
compounds, girls toys, and infant and preschool toys. The
Companys reportable segments are North America Toys,
International and Other.

The North America Toys segment, which includes the United States
and Canada, and the International toy segment, which includes
sales to non-North American markets, include the design,
development, production and marketing of childrens toys
and related products. The Company also has an additional segment
classified as Other, which sells various products to the
specialty markets in the United States.

Segment performance is measured at the operating income level.
All sales are made to external customers, and general corporate
expenses have been attributed to the North America Toy segment,
which is a dominant segment. Segment assets are comprised of
accounts receivable and inventories, net of applicable reserves
and allowances.

The accounting policies of the segments are described in
Note 2.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Results are not necessarily those that would be achieved were
each segment an unaffiliated business enterprise. Information by
segment and a reconciliation to reported amounts for the three
years ended December 31, 2003 are as follows (in thousands):

|                   |  |                         |         |      |  |      |         |  |  |   |         | 
|------------------ |  | ----------------------- | ------- | ---- |  | ---- | ------- |  |  | - | ------- | 
|                   |  |                        
|                   |  | Year Ended December 31,
|                   |  |                        
|                   |  | 2001                    |         | 2002 |  | 2003
|                   |  |                         |         |      |  |     
|Net Sales          |  |                         |         |      |  |      |         |  |  |   |         | 
|North America Toys |  | $                       | 250,627 |      |  | $    | 263,314 |  |  | $ | 272,317 | 
|International      |  |                         | 32,871  |      |  |      | 46,251  |  |  |   | 43,424  | 
|Other              |  |                         | 811     |      |  |      | 451     |  |  |   | 35      | 
|                   |  |                         |         |      |  |      |         |  |  |   |         | 
|                   |  | $                       | 284,309 |      |  | $    | 310,016 |  |  | $ | 315,776 | 
|                   |  |                         |         |      |  |      |         |  |  |   |         | 

|                   |  |                         |        |          |  |          |        |  |  |   |        | 
|------------------ |  | ----------------------- | ------ | -------- |  | -------- | ------ |  |  | - | ------ | 
|                   |  |                        
|                   |  | Year Ended December 31,
|                   |  |                        
|                   |  | 2001                    |        | 2002     |  | 2003    
|                   |  |                         |        |          |  |         
|                   |  |                         |        | Restated |  | Restated
|Operating Income   |  |                         |        |          |  |          |        |  |  |   |        | 
|North America Toys |  | $                       | 25,827 |          |  | $        | 21,246 |  |  | $ | 9,821  | 
|International      |  |                         | 3,387  |          |  |          | 3,732  |  |  |   | 1,566  | 
|Other              |  |                         | 84     |          |  |          | 36     |  |  |   | 2      | 
|                   |  |                         |        |          |  |          |        |  |  |   |        | 
|                   |  | $                       | 29,298 |          |  | $        | 25,014 |  |  | $ | 11,389 | 
|                   |  |                         |        |          |  |          |        |  |  |   |        | 

|                   |  |              |         |          |  |   |         | 
|------------------ |  | ------------ | ------- | -------- |  | - | ------- | 
|                   |  |             
|                   |  | December 31,
|                   |  |             
|                   |  | 2002         |         | 2003    
|                   |  |              |         |         
|                   |  | Restated     |         | Restated
|Assets             |  |              |         |          |  |   |         | 
|North America Toys |  | $            | 338,007 |          |  | $ | 457,056 | 
|International      |  |              | 70,561  |          |  |   | 72,884  | 
|Other              |  |              | 348     |          |  |   | 57      | 
|                   |  |              |         |          |  |   |         | 
|                   |  | $            | 408,916 |          |  | $ | 529,997 | 
|                   |  |              |         |          |  |   |         | 

The following tables present information about the Company by
geographic area as of and for the three years ended
December 31, 2003 (in thousands):

|                  |  |              |         |          |  |          |         |  |  |   |         | 
|----------------- |  | ------------ | ------- | -------- |  | -------- | ------- |  |  | - | ------- | 
|                  |  |             
|                  |  | December 31,
|                  |  |             
|                  |  | 2001         |         | 2002     |  | 2003    
|                  |  |              |         |          |  |         
|                  |  |              |         | Restated |  | Restated
|Long-lived Assets |  |              |         |          |  |          |         |  |  |   |         | 
|United States     |  | $            | 93,155  |          |  | $        | 161,703 |  |  | $ | 197,751 | 
|Hong Kong         |  |              | 24,557  |          |  |          | 613     |  |  |   | 32,382  | 
|Europe            |  |              | 497     |          |  |          | 59,746  |  |  |   | 4,011   | 
|                  |  |              |         |          |  |          |         |  |  |   |         | 
|                  |  | $            | 118,209 |          |  | $        | 222,062 |  |  | $ | 234,144 | 
|                  |  |              |         |          |  |          |         |  |  |   |         | 

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


|                             |  |                         |         |      |  |      |         |  |  |   |         | 
|---------------------------- |  | ----------------------- | ------- | ---- |  | ---- | ------- |  |  | - | ------- | 
|                             |  |                        
|                             |  | Year Ended December 31,
|                             |  |                        
|                             |  | 2001                    |         | 2002 |  | 2003
|                             |  |                         |         |      |  |     
|Net Sales by Geographic Area |  |                         |         |      |  |      |         |  |  |   |         | 
|United States                |  | $                       | 244,317 |      |  | $    | 256,799 |  |  | $ | 271,051 | 
|Europe                       |  |                         | 29,030  |      |  |      | 39,414  |  |  |   | 35,547  | 
|Canada                       |  |                         | 7,121   |      |  |      | 6,966   |  |  |   | 5,125   | 
|Hong Kong                    |  |                         |        |      |  |      | 324     |  |  |   | 1,275   | 
|Other                        |  |                         | 3,841   |      |  |      | 6,513   |  |  |   | 2,778   | 
|                             |  |                         |         |      |  |      |         |  |  |   |         | 
|                             |  | $                       | 284,309 |      |  | $    | 310,016 |  |  | $ | 315,776 | 
|                             |  |                         |         |      |  |      |         |  |  |   |         | 

Note 4  Acquisitions and Joint Venture

The Company owns a fifty percent interest in a joint venture
with a company that develops, publishes and distributes
interactive entertainment software for the leading hardware game
platforms in the home video game market. The joint venture has
entered into a license agreement with an initial license period
expiring December 31, 2009 under which it acquired the
exclusive worldwide right to publish video games on all hardware
platforms. The Companys investment is accounted for using
the cost method due to the financial and operating structure of
the venture and our lack of control over the joint venture. The
Companys basis consists primarily of organizational costs,
license costs and recoupable advances and is being amortized
over the term of the initial license period. The joint venture
agreement provides for the Company to receive guaranteed
preferred returns through June 30, 2006 at varying rates of
the joint ventures net sales depending on the cumulative
unit sales and platform of each particular game. For periods
after June 30, 2006, the amount of the preferred return
will be subject to renegotiation between the parties. The
preferred return is accrued in the quarter in which the licensed
games are sold and the preferred return is earned. The
Companys joint venture partner retains the financial risk
of the joint venture and is responsible for the day-to-day
operations, including development, sales and distribution, for
which they are entitled to any remaining profits. During 2001,
2002 and 2003, the Company earned $6.7 million,
$8.0 million and $7.4 million, respectively, in profit
from the joint venture.

In December 2001, the Company acquired all the outstanding
stock of Kidz Biz Ltd., a United Kingdom company, and Kidz Biz
Far East Limited, an affiliated Hong Kong corporation,
(collectively Kidz Biz), for an aggregate
purchase price of approximately $12.4 million, which was
paid by the issuance of 308,992 shares of the Companys
common stock at a value of $6.0 million and cash of
$6.4 million. In addition, we agreed to pay an earn-out for
each of 2002, 2003, 2004 and 2005, based on the year over year
increase in Kidz Biz sales, payable by delivery of up to
25,749 shares of our common stock per year. In 2002 and
2003, no earn-outs were earned. Both the United Kingdom and Hong
Kong based companies are distributors of toys and related
products in the United Kingdom, Ireland and the Channel Islands.

The Company acquired the following entities to further enhance
its existing product lines and to continue diversification into
other toy category and seasonal businesses. In these
acquisitions, the Company considered the acquired intangible
assets that arose from contractual or other legal rights,
including trademarks, copyrights, patents, and license
agreements, as well as potential noncontractual assets,
including customer lists, customer-related relationships, order
backlog and product line valuation.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


In March 2002, the Company purchased a controlling interest in
Toymax International, Inc. (Toymax) and on
October 25, 2002, the Company completed that acquisition by
acquiring the remaining outstanding common shares in a merger
transaction. This acquisition expanded the product offerings in
the Companys traditional toy category. The total purchase
price of approximately $62.8 million consisted of 1,166,360
shares of the Companys common stock, 598,697 options and
approximately $41.0 million in cash. This transaction has
been accounted for by the Company under the purchase method of
accounting, and the Companys results of operations have
included Toymax from March 12, 2002; however, for the
period from March 12, 2002 through October 25, 2002,
the minority interests share of Toymaxs earnings
were excluded.

In November 2002, the Company purchased certain product lines,
assets and assumed certain specific liabilities from
Trendmasters, Inc. (Trendmasters). This acquisition
expanded the product offerings in the Companys seasonal
business, including outdoor and holiday. The total purchase
price of approximately $19.2 million consisted of all cash.
This transaction has been accounted for by the Company under the
purchase method of accounting, and the Companys results of
operations have included Trendmasters from the date of
acquisition.

On May 31, 2003, the Company purchased certain product
lines, assets and assumed certain liabilities of
P&M Products USA, Inc. and an affiliated United Kingdom
company, P&M Products Limited (collectively
P&M). The total purchase price of approximately
$22.0 million consisted of $20.7 million in cash and
$1.3 million in assumed liabilities. This acquisition
expanded the product offerings in the Companys activities
category. This transaction has been accounted for by the Company
under the purchase method of accounting, and the Companys
results of operations have included P&M from the date of
acquisition.

The total purchase price of these acquisitions was allocated to
the estimated fair value of assets acquired and liabilities
assumed as set forth in the following table:

|                                     |                                       |          |        |              |   |          |        |        |   |   |        |        |   |   |         |         |  
|------------------------------------ | ------------------------------------- | -------- | ------ | ------------ | - | -------- | ------ | ------ | - | - | ------ | ------ | - | - | ------- | ------- | -
|                                     |                                       | Toymax   |        | Trendmasters |   | P&M      |        | Total 
|                                     |                                       |          |        |              |   |          |        |       
|                                     |                                       | Restated |        | Restated     |   | Restated |        |       
|Estimated fair value (in thousands): |                                       |          |        |              |   |          |        |        |   |   |        |        |   |   |         |        
|                                     | Current assets                        |          | $      | 26,664       |   |          | $      | 20     |   |   | $      | 5,313  |   |   | $       | 31,997  |  
|                                     | Property and equipment, net           |          |        | 1,673        |   |          |        | 1,488  |   |   |        | 17     |   |   |         | 3,178   |  
|                                     | Other assets                          |          |        | 11,751       |   |          |        |       |   |   |        | 11     |   |   |         | 11,762  |  
|                                     | Liabilities assumed                   |          |        | (50,077      | ) |          |        | (8,713 | ) |   |        | (1,267 | ) |   |         | (60,057 | )
|                                     | Intangible assets other than goodwill |          |        | 16,300       |   |          |        | 3,200  |   |   |        | 2,900  |   |   |         | 22,400  |  
|                                     | Goodwill                              |          |        | 56,463       |   |          |        | 23,247 |   |   |        | 13,733 |   |   |         | 93,443  |  
|                                     |                                       |          |        |              |   |          |        |        |   |   |        |        |   |   |         |        
|                                     |                                       | $        | 62,774 |              |   | $        | 19,242 |        |   | $ | 20,707 |        |   | $ | 102,723 |        
|                                     |                                       |          |        |              |   |          |        |        |   |   |        |        |   |   |         |        

Approximately $10.8 million of the Toymax goodwill,
$23.2 million of Trendmasters goodwill, and
$13.7 million of the P&M goodwill is expected to be
deductible for tax purposes.

The following unaudited pro forma information represents the
Companys consolidated results of operations as if the
acquisitions of Toymax, Trendmasters and P&M had occurred on
January 1, 2002 and after giving effect to certain
adjustments including the elimination of certain general and
administrative expenses and other income and expense items not
attributable to ongoing operations, interest expense, and
related tax effects. Such pro forma information does not purport
to be

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


indicative of operating results that would have been reported
had the acquisitions of Toymax, Trendmasters and P&M
actually occurred on January 1, 2002 or on future operating
results.

|                                                    |  |                           |         |          |  |   |         |  |  | 
|--------------------------------------------------- |  | ------------------------- | ------- | -------- |  | - | ------- |  |  | 
|                                                    |  |                          
|                                                    |  | Year Ended December 31,  
|                                                    |  |                          
|                                                    |  | 2002                      |         | 2003    
|                                                    |  | Restated                  |         | Restated
|                                                    |  |                          
|                                                    |  | (In thousands, except per
|                                                    |  | share data)              
|Net Sales                                           |  | $                         | 409,065 |          |  | $ | 326,105 | 
|Net income                                          |  | $                         | 21,900  |          |  | $ | 13,693  | 
|Basic earnings per share                            |  | $                         | 0.98    |          |  | $ | 0.56    | 
|Weighted average shares outstanding                 |  |                           | 22,363  |          |  |   | 24,262  | 
|Diluted earnings per share                          |  | $                         | 0.93    |          |  | $ | 0.55    | 
|Weighted average shares and equivalents outstanding |  |                           | 23,483  |          |  |   | 24,677  | 

Note 5Concentration of credit risk

Financial instruments that subject the Company to concentration
of credit risk are cash and cash equivalents and accounts
receivable. Cash equivalents consist principally of short-term
money market funds. These instruments are short-term in nature
and bear minimal risk. To date, the Company has not experienced
losses on these instruments.

The Company performs on-going credit evaluations of its
customers financial condition, but does not require
collateral to support domestic customer accounts receivables.
Most goods shipped FOB Hong Kong or China are backed by
irrevocable letters of credit.

Note 6Accrued expenses

Accrued expenses consist of the following (in thousands):

|                                |  |      |        |      |  |   |        | 
|------------------------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                                |  | 2002 |        | 2003
|Royalties and sales commissions |  | $    | 3,973  |      |  | $ | 4,738  | 
|Other                           |  |      | 15,421 |      |  |   | 12,613 | 
|                                |  |      |        |      |  |   |        | 
|                                |  | $    | 19,394 |      |  | $ | 17,351 | 
|                                |  |      |        |      |  |   |        | 

Note 7Related party transactions

A director of the Company is a partner in the law firm that acts
as counsel to the Company. The Company incurred legal fees and
expenses to the law firm in the amount of approximately
$1.1 million in 2001, $2.7 million in 2002 and
$4.6 million in 2003.

On March 27, 2003, the balance of the notes receivable from
two officers of the Company totaling $1.1 million plus
accrued interest at interest rates of 6.5% per annum each, were
paid in full.

46



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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Note 8Long-term debt

Long-term debt consists of the following (in thousands):

|                                                                                                                                 |  |      |     |      |  |   |        |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --- | ---- |  | - | ------ | -
|                                                                                                                                 |  | 2002 |     | 2003
|Convertible senior notes(1)                                                                                                      |  | $    |    |      |  | $ | 98,000 |  
|Loan payable, due in sixty monthly payments with
    the final payment due December 4, 2006, with interest at
    6.7% per annum |  |      | 78  |      |  |   | 61     |  
|                                                                                                                                 |  |      |     |      |  |   |        |  
|                                                                                                                                 |  |      | 78  |      |  |   | 98,061 |  
|Less current portion of long-term debt                                                                                           |  |      | (18 | )    |  |   | (19    | )
|                                                                                                                                 |  |      |     |      |  |   |        |  
|Long-term debt, net of current portion                                                                                           |  | $    | 60  |      |  | $ | 98,042 |  
|                                                                                                                                 |  |      |     |      |  |   |        |  



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Pursuant to the terms of a Purchase Agreement, dated
    June 9, 2003, the Company sold an aggregate of
    $98.0 million of 4.625% Convertible Senior Notes due
    June 15, 2023. The holders of the notes may convert the
    notes into shares of our common stock at any time at an initial
    conversion price of $20.00 per share, subject to certain
    circumstances described in the notes. The Company will pay cash
    interest on the notes at an annual rate of 4.625% of the
    principal amount at issuance, from the issue date to
    June 15, 2010, payable on June 15 and December 15
    of each year, commencing on December 15, 2003. After
    June 15, 2010, the Company will not pay cash interest on
    the notes. At maturity, on June 15, 2023, the Company will
    redeem the notes at their accreted principal amount, which will
    be equal to $1,811.95 (181.195%) per $1,000 principal amount at
    issuance.                                                                                                                        
|   
|    | The Company may redeem the notes at its option in whole or in
    part beginning on June 15, 2010, at 100% of their accreted
    principal amount plus accrued and unpaid interest (including
    contingent interest and additional amounts), if any, payable in
    cash. Holders of the notes may also require the Company to
    repurchase all or part of their notes on June 15, 2010, for
    cash, at a repurchase price of 100% of the principal amount per
    note plus accrued and unpaid interest (including contingent
    interest and additional amounts), if any. Holders of the notes
    may also require the Company to repurchase all or part of their
    notes on June 15, 2013 and June 15, 2018 at a
    repurchase price of 100% of the accreted principal amount per
    note plus accrued and unpaid interest (including contingent
    interest and additional amounts), if any. Any repurchases at
    June 15, 2013 and June 15, 2018 may be paid in cash,
    in shares of common stock or a combination of cash and shares of
    common stock.

The following is a schedule of payments for the long-term debt
(in thousands):

|           |  |   |        | 
|---------- |  | - | ------ | 
|2004       |  | $ | 19     | 
|2005       |  |   | 21     | 
|2006       |  |   | 21     | 
|2007       |  |   |       | 
|2008       |  |   |       | 
|Thereafter |  |   | 98,000 | 
|           |  |   |        | 
|           |  | $ | 98,061 | 
|           |  |   |        | 

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Note 9Income taxes

The Company does not file a consolidated return with its foreign
subsidiaries. The Company files Federal and state returns and
its foreign subsidiaries file Hong Kong and United Kingdom
returns. Income taxes reflected in the accompanying consolidated
statements of operations are comprised of the following:

|                |  |                |       |          |  |          |        |   |  |   |        |  
|--------------- |  | -------------- | ----- | -------- |  | -------- | ------ | - |  | - | ------ | -
|                |  | 2001           |       | 2002     |  | 2003    
|                |  |                |       | Restated |  | Restated
|                |  |               
|                |  | (In thousands)
|Federal         |  | $              | 2,596 |          |  | $        | 2,241  |   |  | $ | 608    |  
|State and local |  |                | 1,065 |          |  |          | 270    |   |  |   | 55     |  
|Foreign         |  |                | 5,336 |          |  |          | 6,105  |   |  |   | 3,017  |  
|                |  |                |       |          |  |          |        |   |  |   |        |  
|                |  |                | 8,997 |          |  |          | 8,616  |   |  |   | 3,680  |  
|Deferred        |  |                | 800   |          |  |          | (2,150 | ) |  |   | (2,240 | )
|                |  |                |       |          |  |          |        |   |  |   |        |  
|                |  | $              | 9,797 |          |  | $        | 6,466  |   |  | $ | 1,440  |  
|                |  |                |       |          |  |          |        |   |  |   |        |  

The components of deferred tax assets/(liabilities) are as
follows:

|                                            |                                                  |                |     |          |   |   |       |        |  
|------------------------------------------- | ------------------------------------------------ | -------------- | --- | -------- | - | - | ----- | ------ | -
|                                            |                                                  | 2002           |     | 2003    
|                                            |                                                  | Restated       |     | Restated
|                                            |                                                  |               
|                                            |                                                  | (In thousands)
|Net deferred tax assets/(liabilities):      |                                                  |                |     |          |   |   |       |       
|Current:                                    |                                                  |                |     |          |   |   |       |       
|                                            | Reserve for sales allowances and possible losses |                | $   | 2,013    |   |   | $     | 1,114  |  
|                                            | Accrued expenses                                 |                |     | 1,849    |   |   |       | 182    |  
|                                            | Restricted stock grant                           |                |     |         |   |   |       | 3,094  |  
|                                            | Other                                            |                |     | 584      |   |   |       | 132    |  
|                                            |                                                  |                |     |          |   |   |       |       
|                                            |                                                  |                |     | 4,446    |   |   |       | 4,522  |  
|                                            |                                                  |                |     |          |   |   |       |       
|Long Term:                                  |                                                  |                |     |          |   |   |       |       
|                                            | Undistributed earnings                           |                |     | (11,024  | ) |   |       | (7,191 | )
|                                            | Property and equipment                           |                |     | (1,564   | ) |   |       | (1,088 | )
|                                            | Original issue discount interest                 |                |     |         |   |   |       | (925   | )
|                                            | Deductible goodwill                              |                |     | (4,671   | ) |   |       | (2,783 | )
|                                            | Other                                            |                |     | 2,793    |   |   |       | 2,152  |  
|                                            | Federal net operating loss carryforwards         |                |     | 9,666    |   |   |       | 7,321  |  
|                                            | State net operating loss carryforwards           |                |     | 789      |   |   |       | 667    |  
|                                            |                                                  |                |     |          |   |   |       |       
|                                            |                                                  |                |     | (4,011   | ) |   |       | (1,847 | )
|                                            |                                                  |                |     |          |   |   |       |       
|Total net deferred tax assets/(liabilities) |                                                  | $              | 435 |          |   | $ | 2,675 |       
|                                            |                                                  |                |     |          |   |   |       |       

The current portion of deferred tax assets is included in
prepaid expenses and other.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Income tax expense varies from the U.S. Federal statutory
rate. The following reconciliation shows the significant
differences in the tax at statutory and effective rates:

|                                                              |  |      |       |          |  |          |       |   |  |  |       |  
|------------------------------------------------------------- |  | ---- | ----- | -------- |  | -------- | ----- | - |  |  | ----- | -
|                                                              |  | 2001 |       | 2002     |  | 2003    
|                                                              |  |      |       | Restated |  | Restated
|Federal income tax expense                                    |  |      | 35    | %        |  |          | 35    | % |  |  | 35    | %
|State income tax expense, net of federal tax
    effect       |  |      | 1.8   |          |  |          | 0.5   |   |  |  | 0.2   |  
|Effect of differences in U.S. and Foreign
    statutory rates |  |      | (16.7 | )        |  |          | (18.9 | ) |  |  | (30.6 | )
|Other                                                         |  |      | 5.9   |          |  |          | 2.3   |   |  |  | 3.7   |  
|                                                              |  |      |       |          |  |          |       |   |  |  |       |  
|                                                              |  |      | 26    | %        |  |          | 18.9  | % |  |  | 8.3   | %
|                                                              |  |      |       |          |  |          |       |   |  |  |       |  

Deferred taxes result from temporary differences between tax
bases of assets and liabilities and their reported amounts in
the consolidated financial statements. The temporary differences
result from costs required to be capitalized for tax purposes by
the U.S. Internal Revenue Code (IRC), and
certain items accrued for financial reporting purposes in the
year incurred but not deductible for tax purposes until paid.

As of December 31, 2003, the Company has federal and state
net operating loss carryforwards of $20.4 million and
$38.9 million, respectively, expiring through 2023. These
carryforwards resulted from the acquisitions of Pentech and
Toymax; the utilization of these losses to offset future income
is limited under IRC§382. The Companys management
concluded that a deferred tax asset valuation allowance was not
necessary.

The components of income before provision for income taxes and
minority interest are as follows (in thousands):

|         |  |      |        |          |  |          |        |   |  |   |        |  
|-------- |  | ---- | ------ | -------- |  | -------- | ------ | - |  | - | ------ | -
|         |  | 2001 |        | 2002     |  | 2003    
|         |  |      |        | Restated |  | Restated
|Domestic |  | $    | 4,678  |          |  | $        | (3,433 | ) |  | $ | (5,255 | )
|Foreign  |  |      | 33,352 |          |  |          | 37,592 |   |  |   | 22,590 |  
|         |  |      |        |          |  |          |        |   |  |   |        |  
|         |  | $    | 38,030 |          |  | $        | 34,159 |   |  | $ | 17,335 |  
|         |  |      |        |          |  |          |        |   |  |   |        |  

Note 10Credit Facility

In October 2001, the Company and all of its subsidiaries
jointly and severally secured a syndicated line of credit
totaling $50.0 million with a consortium of banks led by
Bank of America, N.A. (Line of Credit). On
June 3, 2003, the Company and the banks amended the loan
agreements governing the Line of Credit (the Loan
Agreements), pursuant to which amendment (i) the
banks suspended certain of our covenants under the Loan
Agreements, including those that prohibited the Company from
consummating the Convertible Senior Notes offering (note 8)
without the banks consent, and (ii) the banks
obligations to extend credit under the Line of Credit were
simultaneously suspended. The amendment contemplates that the
Company and the banks will attempt to negotiate revised terms
for the Line of Credit, to be reflected in a further amendment
to the Loan Agreements, while waiving the requirement for
obtaining consent for this offering. Neither the Company nor the
banks, however, have any obligation to enter into such further
amendment to the Loan Agreements. The amendment did not
otherwise effect the Companys right under the Loan
Agreements to voluntarily reduce or terminate the Line of
Credit. There have never been any outstanding borrowings under
the Line of Credit since its inception.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Note 11Leases

The Company leases office, warehouse and showroom facilities and
certain equipment under operating leases. Rent expense for the
three years ended December 31, 2003 totaled
$2.5 million, $4.0 million and $5.2 million,
respectively. The following is a schedule of minimum annual
lease payments (in thousands).

|           |  |   |        | 
|---------- |  | - | ------ | 
|2004       |  | $ | 4,757  | 
|2005       |  |   | 4,285  | 
|2006       |  |   | 4,022  | 
|2007       |  |   | 3,531  | 
|2008       |  |   | 444    | 
|Thereafter |  |   | 481    | 
|           |  |   |        | 
|           |  | $ | 17,520 | 
|           |  |   |        | 

Note 12Common stock and preferred stock

The Company has 105,000,000 authorized shares of stock
consisting of 100,000,000 shares of $.001 par value common stock
and 5,000,000 shares of $.001 par value preferred stock. During
2003, the Company repurchased and retired 554,500 shares of its
common stock at an aggregate cost of $6.1 million.

During 2003, the Company awarded 2,760,000 shares of
restricted stock to four executive officers of the Company
pursuant to its 2002 Stock Award and Incentive Plan, of which
636,000 were earned on December 31, 2003 and the balance
may be earned through 2010 based upon the achievement of certain
financial criteria and continuing employment. A charge of
$8.4 million was recorded as of December 31, 2003
relating to this award. The Company also issued 312,492 shares
of common stock on the exercise of options for a total of
$1.8 million.

During 2002, the Company issued 954,770 shares of common
stock on the exercise of options and warrants for a total of
$5.9 million, 1,166,360 shares of common stock at a
value of $18.1 million in connection with the Toymax
acquisition and 3,525,000 shares of common stock in connection
with an underwritten public offering for net proceeds of
approximately $59.1 million.

During 2001, the Company issued 525,780 shares of common stock
on exercise of options and warrants for a total of
$3.1 million and 308,992 shares of common stock at a value
of $6.0 million in connection with the Kidz Biz acquisition.

During 2003, the Company issued 100,000 fully vested warrants,
expiring in 2013, in connection with license costs relating to
its investment in the joint venture. The fair market value of
these warrants was approximately $1.1 million and has been
included in the basis of the joint venture (note 4).

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Warrant activity is summarized as follows:

|                               |           |           |         |          |   |   |       |       | 
|------------------------------ | --------- | --------- | ------- | -------- | - | - | ----- | ----- | 
|                               |           |           |         | Weighted
|                               |           |           |         | Average 
|                               |           | Number    |         | Exercise
|                               |           | of Shares |         | Price   
|Outstanding, December 31, 2000 |           |           | 256,355 |          |   | $ | 5.94  |      
|                               | Exercised |           |         | (82,118  | ) |   |       | 4.48  | 
|                               | Canceled  |           |         | (7,362   | ) |   |       | 5.63  | 
|                               |           |           |         |          |   |   |       |      
|Outstanding, December 31, 2001 |           |           | 166,875 |          |   |   | 6.67  |      
|                               | Exercised |           |         | (166,875 | ) |   |       | 6.67  | 
|                               |           |           |         |          |   |   |       |      
|Outstanding, December 31, 2002 |           |           |        |          |   |   |      |      
|                               | Granted   |           |         | 100,000  |   |   |       | 11.35 | 
|                               | Exercised |           |         |         |   |   |       |      | 
|                               |           |           |         |          |   |   |       |      
|Outstanding, December 31, 2003 |           |           | 100,000 |          |   | $ | 11.35 |      
|                               |           |           |         |          |   |   |       |      

Note 13Commitments

The Company has entered into various license agreements whereby
the Company may use certain characters and properties in
conjunction with its products. Such license agreements call for
royalties to be paid at 1% to 18% of net sales with minimum
guarantees and advance payments. Additionally, under two
separate licenses, the Company has committed to spend 12.5% of
related net sales up to $1.0 million and 5% of related net
sales on advertising per year on such licenses.

Future annual minimum royalty guarantees as of December 31,
2003 are as follows (in thousands):

|           |  |   |        | 
|---------- |  | - | ------ | 
|2004       |  | $ | 6,593  | 
|2005       |  |   | 7,682  | 
|2006       |  |   | 3,571  | 
|2007       |  |   | 1,198  | 
|2008       |  |   | 1,427  | 
|Thereafter |  |   | 1,435  | 
|           |  |   |        | 
|           |  | $ | 21,906 | 
|           |  |   |        | 

The Company has entered into various employment agreements with
certain executives expiring through December 31, 2010. At
December 31, 2003, the aggregate minimum guaranteed amounts
under those agreements amount to approximately
$22.0 million.

Note 14Stock option plans

Under its 2002 Stock Award and Incentive Plan (the
Plan), which incorporated its Third Amended and Restated
1995 Stock Option Plan, the Company has reserved
6,025,000 shares of its common stock for issuance upon
exercise of options granted under the Plan. Under the Plan,
employees (including officers), non-employee directors and
independent consultants may be granted options to purchase
shares of common stock.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


As of December 31, 2003, 1,718,392 shares were
available for future grant. Additional shares may become
available to the extent that options presently outstanding under
the Plan terminate or expire unexercised. Stock option activity
pursuant to the Plan is summarized as follows:

|                               |           |           |           |           |   |   |       |       | 
|------------------------------ | --------- | --------- | --------- | --------- | - | - | ----- | ----- | 
|                               |           |           |           | Weighted 
|                               |           |           |           | Average  
|                               |           | Number    |           | Exercise 
|                               |           | of Shares |           | Price    
|Outstanding, December 31, 2000 |           |           | 2,202,740 |           |   | $ | 7.15  |      
|                               | Granted   |           |           | 724,125   |   |   |       | 15.73 | 
|                               | Exercised |           |           | (427,536  | ) |   |       | 6.21  | 
|                               | Canceled  |           |           | (185,773  | ) |   |       | 7.98  | 
|                               |           |           |           |           |   |   |       |      
|Outstanding, December 31, 2001 |           |           | 2,313,556 |           |   |   | 9.97  |      
|                               | Granted   |           |           | 1,124,197 |   |   |       | 11.06 | 
|                               | Exercised |           |           | (787,836  | ) |   |       | 6.71  | 
|                               | Canceled  |           |           | (42,030   | ) |   |       | 15.00 | 
|                               |           |           |           |           |   |   |       |      
|Outstanding, December 31, 2002 |           |           | 2,607,887 |           |   |   | 11.35 |      
|                               | Granted   |           |           | 184,500   |   |   |       | 13.31 | 
|                               | Exercised |           |           | (312,491  | ) |   |       | 11.78 | 
|                               | Canceled  |           |           | (214,630  | ) |   |       | 12.71 | 
|                               |           |           |           |           |   |   |       |      
|Outstanding, December 31, 2003 |           |           | 2,265,266 |           |   | $ | 12.15 |      
|                               |           |           |           |           |   |   |       |      

Stock option activity outside of the Plan is summarized as
follows:

|                                              |           |           |        |          |   |   |      |      | 
|--------------------------------------------- | --------- | --------- | ------ | -------- | - | - | ---- | ---- | 
|                                              |           |           |        | Weighted
|                                              |           |           |        | Average 
|                                              |           | Number    |        | Exercise
|                                              |           | of Shares |        | Price   
|Outstanding, December 31, 2000                |           |           | 16,126 |          |   | $ | 2.24 |     
|                                              | Exercised |           |        | (16,126  | ) |   |      | 2.24 | 
|                                              |           |           |        |          |   |   |      |     
|Outstanding, December 31, 2001, 2002 and 2003 |           |           |       |          |   | $ |     |     
|                                              |           |           |        |          |   |   |      |     

The weighted average fair value of options granted to employees
in 2001, 2002 and 2003 was $16.24, $10.65 and $13.28 per share,
respectively.

The following table summarizes information about stock options
outstanding and exercisable at December 31, 2003:

|                   |  |             |           |             |  |          |            |           |  |          |       |  |  |  |         |  |  |   |       | 
|------------------ |  | ----------- | --------- | ----------- |  | -------- | ---------- | --------- |  | -------- | ----- |  |  |  | ------- |  |  | - | ----- | 
|                   |  |             |           |            
|                   |  | Outstanding |           | Exercisable
|                   |  |             |           |            
|                   |  |             |           | Weighted    |  |          |            | Weighted 
|                   |  |             |           | Weighted    |  | Average  |            |           |  | Average 
|                   |  | Number      |           | Average     |  | Exercise |            | Number    |  | Exercise
|Option Price Range |  | of Shares   |           | Life        |  | Price    |            | of Shares |  | Price   
|$3.00  $19.02     |  |             | 2,268,461 |             |  |          | 3.62 years |           |  | $        | 12.15 |  |  |  | 984,596 |  |  | $ | 11.07 | 

Note 15Employee Pension Plan

The Company sponsors for its U.S. employees, a defined
contribution plan under Section 401(k) of the Internal
Revenue Code. The plan provides that employees may defer up to
15% of annual compensation, and that the Company will make a
matching contribution equal to

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


50% of each employees deferral, up to 5% of compensation.
Company matching contributions, which vest equally over a five
year period, totaled $0.2 million, $0.3 million and
$0.3 million for 2001, 2002 and 2003, respectively.

Note 16Major customers

Net sales to major customers, which are part of our North
American Toys segment, were approximately as follows (in
thousands):

|       |         |            |  |        |      |            |  |        |         |            |  |  |      |   |  |   |         |  |  |  |      |  
|------ | ------- | ---------- |  | ------ | ---- | ---------- |  | ------ | ------- | ---------- |  |  | ---- | - |  | - | ------- |  |  |  | ---- | -
|       |         |            |  |       
|2001   |         | 2002       |  | 2003  
|       |         |            |  |       
|Amount |         | Percentage |  | Amount |      | Percentage |  | Amount |         | Percentage
|$      | 44,646  |            |  |        | 15.7 | %          |  | $      | 46,396  |            |  |  | 15.0 | % |  | $ | 91,378  |  |  |  | 28.9 | %
|       | 36,024  |            |  |        | 12.7 |            |  |        | 41,506  |            |  |  | 13.4 |   |  |   | 30,371  |  |  |  | 9.6  |  
|       | 34,319  |            |  |        | 12.1 |            |  |        | 34,773  |            |  |  | 11.2 |   |  |   | 30,009  |  |  |  | 9.5  |  
|       | 20,972  |            |  |        | 7.4  |            |  |        | 34,018  |            |  |  | 11.0 |   |  |   | 17,996  |  |  |  | 5.7  |  
|       | 19,425  |            |  |        | 6.8  |            |  |        | 16,077  |            |  |  | 5.1  |   |  |   | 12,670  |  |  |  | 4.0  |  
|       |         |            |  |        |      |            |  |        |         |            |  |  |      |   |  |   |         |  |  |  |      |  
|$      | 155,386 |            |  |        | 54.7 | %          |  | $      | 172,770 |            |  |  | 55.7 | % |  | $ | 182,424 |  |  |  | 57.7 | %
|       |         |            |  |        |      |            |  |        |         |            |  |  |      |   |  |   |         |  |  |  |      |  

Note 17Supplemental information to consolidated
statements of cash flows

In 2003, the Company issued 100,000 warrants valued at
approximately $1.1 million in connection with license costs
relating to its investment in the joint venture (note 12).

In 2002, 1,166,360 shares of common stock valued at
approximately $18.1 million and 598,697 options valued at
$3.2 million were issued in connection with the acquisition
of Toymax (note 4).

In 2001, 308,992 shares of common stock valued at approximately
$6.0 million were issued in connection with the acquisition of
Kidz Biz (note 4).

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JAKKS PACIFIC, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


DECEMBER 31, 2003


Note 18Selected Quarterly Financial Data (Unaudited)

Selected unaudited quarterly financial data for the years 2002
and 2003 are summarized below:

|                                                        |  |                                       |        |                 |  |         |        |         |  |         |         |         |  |         |        |         |  |   |        |  |  |   |        |  |  |   |        |  |  |   |        |  
|------------------------------------------------------- |  | ------------------------------------- | ------ | --------------- |  | ------- | ------ | ------- |  | ------- | ------- | ------- |  | ------- | ------ | ------- |  | - | ------ |  |  | - | ------ |  |  | - | ------ |  |  | - | ------ | -
|                                                        |  |                                       |        |                
|                                                        |  | 2002 (Restated)                       |        | 2003 (Restated)
|                                                        |  |                                       |        |                
|                                                        |  | First                                 |        | Second          |  | Third   |        | Fourth  |  | First   |         | Second  |  | Third   |        | Fourth 
|                                                        |  | Quarter                               |        | Quarter         |  | Quarter |        | Quarter |  | Quarter |         | Quarter |  | Quarter |        | Quarter
|                                                        |  |                                      
|                                                        |  | (in thousands, except per share data)
|Net sales                                               |  | $                                     | 59,895 |                 |  | $       | 78,992 |         |  | $       | 102,640 |         |  | $       | 68,489 |         |  | $ | 67,759 |  |  | $ | 73,290 |  |  | $ | 90,308 |  |  | $ | 84,419 |  
|Gross profit                                            |  | $                                     | 26,470 |                 |  | $       | 35,192 |         |  | $       | 41,812  |         |  | $       | 26,369 |         |  | $ | 27,442 |  |  | $ | 27,906 |  |  | $ | 36,226 |  |  | $ | 34,868 |  
|Income (loss) from operations                           |  | $                                     | 1,420  |                 |  | $       | 7,863  |         |  | $       | 16,835  |         |  | $       | (1,104 | )       |  | $ | 5,960  |  |  | $ | 2,522  |  |  | $ | 10,480 |  |  | $ | (7,573 | )
|Income before income taxes and minority interest        |  | $                                     | 2,985  |                 |  | $       | 8,800  |         |  | $       | 17,884  |         |  | $       | 4,490  |         |  | $ | 6,299  |  |  | $ | 2,679  |  |  | $ | 10,495 |  |  | $ | (2,138 | )
|Net income                                              |  | $                                     | 2,156  |                 |  | $       | 6,973  |         |  | $       | 13,085  |         |  | $       | 5,717  |         |  | $ | 4,988  |  |  | $ | 2,236  |  |  | $ | 8,248  |  |  | $ | 422    |  
|Basic earnings per share                                |  | $                                     | 0.11   |                 |  | $       | 0.33   |         |  | $       | 0.55    |         |  | $       | 0.24   |         |  | $ | 0.20   |  |  | $ | 0.09   |  |  | $ | 0.34   |  |  | $ | 0.02   |  
|Weighted average shares outstanding                     |  |                                       | 19,017 |                 |  |         | 20,985 |         |  |         | 23,586  |         |  |         | 24,178 |         |  |   | 24,430 |  |  |   | 24,175 |  |  |   | 24,177 |  |  |   | 24,304 |  
|Diluted earnings per share                              |  | $                                     | 0.11   |                 |  | $       | 0.32   |         |  | $       | 0.54    |         |  | $       | 0.23   |         |  | $ | 0.20   |  |  | $ | 0.09   |  |  | $ | 0.33   |  |  | $ | 0.02   |  
|Weighted average shares and equivalents
    outstanding |  |                                       | 20,236 |                 |  |         | 21,953 |         |  |         | 24,059  |         |  |         | 24,800 |         |  |   | 24,917 |  |  |   | 24,683 |  |  |   | 24,629 |  |  |   | 24,642 |  

During the first quarter of 2002, the Company recorded a charge
which impacted operating income by approximately
$6.6 million relating to the restructuring of Toymax and
Kidz Biz.

During the second quarter of 2002, the Company recorded a charge
which impacted operating income by approximately
$1.5 million relating to the recall of one of its products.

During the fourth quarter of 2002, the Company reversed
$2.1 million of the restructuring charge recorded in the
first quarter of 2002 and recorded an additional charge of
approximately $0.7 million relating to the recall of one of its
products, the net of which favorably impacted operating income
by approximately $1.5 million. In addition, the Companys
effective tax rate for the year 2002 was reduced from 26% to 22%.

During the second quarter of 2003, the Company recorded a charge
which impacted operating income by approximately
$2.7 million relating to the recall of one of its products.

During the third quarter of 2003, we recovered $0.7 million
of recall costs, recorded in the second quarter of 2003, from
one of our factories.

During the fourth quarter of 2003, the Company recorded a
non-cash charge of $8.4 million which impacted operating
income relating to the grant of restricted stock and a charge of
$2.1 million to bad debt impacting operating income
relating to the bankruptcy filing of several of its customers,
including Kay Bee Toys.

Note 19Litigation

The Company is a party to, and certain of its property is the
subject of, various pending claims and legal proceedings that
routinely arise in the ordinary course of its business, but the
Company does not believe that any of these claims or proceedings
will have a material effect on its business, financial condition
or results of operations.

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JAKKS PACIFIC, INC. AND SUBSIDIARIES

SCHEDULE IIVALUATION AND QUALIFYING
ACCOUNTS


YEARS ENDED DECEMBER 31, 2001, 2002 and 2003


Allowances are deducted from the assets to which they apply,
except for sales returns and allowances.

|                              |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |        | 
|----------------------------- | ------------------------------------------ | -------------- | ------ | ---------- |  | ---------- | ------ | ---------- |  | --------- | ----- | ----- | --- | - | ------ | ------ |  | - | ------ | ------ | 
|                              |                                            | Balance at     |        | Charged to |  | Charged to |        |            |  | Balance  
|                              |                                            | Beginning of   |        | Costs and  |  | Other      |        |            |  | at End   
|                              |                                            | Period         |        | Expenses   |  | Accounts   |        | Deductions |  | of Period
|                              |                                            |               
|                              |                                            | (in thousands)
|Year ended December 31, 2001: |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|Allowance for:                |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|                              | Uncollectible accounts                     |                | $      | 3,012      |  |            | $      | 6,321      |  |           | $     |      |     |   | $      | 2,059  |  |   | $      | 7,274  | 
|                              | Reserve for potential product obsolescence |                |        | 7,322      |  |            |        | 1,039      |  |           |       |      |     |   |        | 5,770  |  |   |        | 2,591  | 
|                              | Reserve for sales returns and allowances   |                |        | 6,553      |  |            |        | 25,190     |  |           |       |      |     |   |        | 26,791 |  |   |        | 4,952  | 
|                              |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|                              |                                            | $              | 16,887 |            |  | $          | 32,550 |            |  | $         |      |       |     | $ | 34,620 |        |  | $ | 14,817 |       
|                              |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|Year ended December 31, 2002: |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|Allowance for:                |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|                              | Uncollectible accounts                     |                | $      | 7,273      |  |            | $      | 2,373      |  |           | $     |      |     |   | $      | 2,865  |  |   | $      | 6,781  | 
|                              | Reserve for potential product obsolescence |                |        | 2,590      |  |            |        | 4,085      |  |           |       |      |     |   |        | 1,893  |  |   |        | 4,782  | 
|                              | Reserve for sales returns and allowances   |                |        | 4,953      |  |            |        | 31,917     |  |           |       | 7,500 | (a) |   |        | 30,790 |  |   |        | 13,580 | 
|                              |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|                              |                                            | $              | 14,816 |            |  | $          | 38,375 |            |  | $         | 7,500 |       |     | $ | 35,548 |        |  | $ | 25,143 |       
|                              |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|Year ended December 31, 2003: |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|Allowance for:                |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|                              | Uncollectible accounts                     |                | $      | 6,781      |  |            | $      | 2,896      |  |           | $     |      |     |   | $      | 1,800  |  |   | $      | 7,877  | 
|                              | Reserve for potential product obsolescence |                |        | 4,782      |  |            |        | 4,288      |  |           |       |      |     |   |        | 4,045  |  |   |        | 5,025  | 
|                              | Reserve for sales returns and allowances   |                |        | 13,580     |  |            |        | 27,064     |  |           |       |      |     |   |        | 32,891 |  |   |        | 7,753  | 
|                              |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       
|                              |                                            | $              | 25,143 |            |  | $          | 34,248 |            |  | $         | 0     |       |     | $ | 38,736 |        |  | $ | 20,655 |       
|                              |                                            |                |        |            |  |            |        |            |  |           |       |       |     |   |        |        |  |   |        |       



|    |                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------
|(a) | Obligations assumed in conjunction with the asset acquisitions
    of Trendmasters and Dragon Ball Franchise.

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| | 
| | 
| | 

PART III






|         |                                                   
|-------- | --------------------------------------------------
|Item 10. | Directors and Executive Officers of the Registrant

Directors and Executive Officers

Our directors and executive officers are as follows:

|                    |  |     |    |                            |  |                                                               
|------------------- |  | --- | -- | -------------------------- |  | --------------------------------------------------------------
|Name                |  | Age |    | Positions with the Company
|                    |  |     |    |                           
|Jack Friedman       |  |     | 63 |                            |  | Chairman and Chief Executive Officer                          
|Stephen G. Berman   |  |     | 39 |                            |  | Chief Operating Officer, President, Secretary and
    Director
|Joel M. Bennett     |  |     | 42 |                            |  | Executive Vice President and Chief Financial
    Officer      
|Michael Bianco, Jr. |  |     | 45 |                            |  | Executive Vice President and Chief Merchandising
    Officer  
|David C. Blatte     |  |     | 39 |                            |  | Director                                                      
|Robert E. Glick     |  |     | 58 |                            |  | Director                                                      
|Michael G. Miller   |  |     | 56 |                            |  | Director                                                      
|Murray L. Skala     |  |     | 57 |                            |  | Director                                                      

Jack Friedmanhas been our Chairman and Chief Executive
Officer since co-founding JAKKS with Mr. Berman in January
1995. Until December 31, 1998, he was also our President.
From January 1989 until January 1995, Mr. Friedman was
Chief Executive Officer, President and a director of THQ. From
1970 to 1989, Mr. Friedman was President and Chief
Operating Officer of LJN Toys, Ltd., a toy and software company.
After LJN was acquired by MCA/ Universal, Inc. in 1986,
Mr. Friedman continued as President until his departure in
late 1988.

Stephen G. Bermanhas been our Chief Operating Officer
and Secretary and one of our directors since co-founding JAKKS
with Mr. Friedman in January 1995. Since January 1,
1999, he has also served as our President. From our inception
until December 31, 1998, Mr. Berman was also our
Executive Vice President. From October 1991 to August 1995,
Mr. Berman was a Vice President and Managing Director of
THQ International, Inc., a subsidiary of THQ. From 1988 to 1991,
he was President and an owner of Balanced Approach, Inc., a
distributor of personal fitness products and services.

Joel M. Bennettjoined us in September 1995 as Chief
Financial Officer and was given the additional title of
Executive Vice President in May 2000. From August 1993 to
September 1995, he served in several financial management
capacities at Time Warner Entertainment Company, L.P., including
as Controller of Warner Brothers Consumer Products Worldwide
Merchandising and Interactive Entertainment. From June 1991 to
August 1993, Mr. Bennett was Vice President and Chief
Financial Officer of TTI Technologies, Inc., a direct-mail
computer hardware and software distribution company. From 1986
to June 1991, Mr. Bennett held various financial management
positions at The Walt Disney Company, including Senior Manager
of Finance for its international television syndication and
production division. Mr. Bennett holds a Master of Business
Administration degree and is a Certified Public Accountant.

Michael Bianco, Jr. has been an Executive Vice President
since July 2001 and was given the additional title of Chief
Merchandising Officer in February 2001. Until July 2001, he had
served as a Senior Vice President of our Flying Colors division
since joining us in October 1999, when we acquired Flying Colors
Toys, where he had been President and a principal shareholder
since July 1996. From 1994 to 1996, Mr. Bianco served as
Executive Vice President of Rose Art Industries, Inc., a
manufacturer of craft and activity products, and from 1976 to
1993, he served in various capacities, including Vice President
of Merchandising, at toy retailer Kay Bee Toys.

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David C. Blatte has been one of our directors since
January 2001. From January 1993 to May 2000, Mr. Blatte was a
Senior Vice President in the specialty retail group of the
investment banking division of Donaldson, Lufkin and Jenrette
Securities Corporation. From May 2000 to January 2004, Mr.
Blatte was a partner in Catterton Partners, a private equity
fund. Since February 2004, Mr. Blatte has been a partner in
Centre Partners, a private equity fund.

Robert E. Glickhas been one of our directors since
October 1996. For more than 20 years, Mr. Glick has
been an officer, director and principal stockholder in a number
of privately-held companies which manufacture and market
womens apparel.

Michael G. Millerhas been one of our directors since
February 1996. From 1979 until May 1998, Mr. Miller was
President and a director of a group of privately-held companies,
including a list brokerage and list management consulting firm,
a database management consulting firm, and a direct mail graphic
and creative design firm. Mr. Millers interests in
such companies were sold in May 1998. Since 1991, he has been
President of an advertising company.

Murray L. Skalahas been one of our directors since
October 1995. Since 1976, Mr. Skala has been a partner of
the law firm Feder, Kaszovitz, Isaacson, Weber, Skala, Bass
& Rhine LLP, our general counsel. Mr. Skala is a
director of Traffix, Inc., a publicly-held company in the
business of telecommunications services and entertainment.

Our directors hold office until the next annual meeting of
stockholders and until their successors are elected and
qualified.

Committees of the Board of Directors

We have an Audit Committee, a Compensation Committee and a Stock
Option Committee. The Board does not have a Nominating Committee
and performs the functions of a Nominating Committee itself.

Audit Committee.The primary functions of the Audit
Committee are to select or to recommend to our Board the
selection of outside auditors; to monitor our relationships with
our outside auditors and their interaction with our management
in order to ensure their independence and objectivity; to
review, and to assess the scope and quality of, our outside
auditors services, including the audit of our annual
financial statements; to review our financial management and
accounting procedures; to review our financial statements with
our management and outside auditors; and to review the adequacy
of our system of internal accounting controls.
Messrs. Blatte, Glick and Miller are the current members of
the Audit Committee and are each independent (as
that term is defined in NASD Rule 4200(a)(14)), and are
each able to read and understand fundamental financial
statements. Mr. Blatte is the Chairman of the Audit
Committee and possesses the financial expertise required under
Rule 401(h) of Regulation SK of the Act and NASD
Rule 4350(d)(2). He is further independent, as
that term is defined under Item 7(d)(3)(iv) of
Schedule 14A under the Exchange Act. We will, in the
future, continue to have (i) an Audit Committee of at least
three members comprised solely of independent directors, each of
whom will be able to read and understand fundamental financial
statements (or will become able to do so within a reasonable
period of time after his or her appointment); and (ii) at
least one member of the Audit Committee that will possess the
financial expertise required under NASD Rule 4350(d)(2).
Our Board has adopted a written charter for the Audit Committee
and the Audit Committee reviews and reassesses the adequacy of
that charter on an annual basis.

Compensation Committee.The functions of the Compensation
Committee are to make recommendations to the Board regarding
compensation of management employees and to administer plans and
programs relating to employee benefits, incentives, compensation
and awards under our Third Amended and Restated
1995 Stock Option Plan and our 2002 Stock Award and
Incentive

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Code of Ethics

We have adopted a Code of Ethics that applies to each of our
employees, including our principal executive officer and
principal accounting officer, as well as the members of our
Board of Directors. We have filed a copy of such Code as an
exhibit to this Annual Report.




Item 11. Executive Compensation

The following table sets forth the compensation we paid for our
fiscal years ended December 31, 2001, 2002 and 2003 to our
Chief Executive Officer and to each of our other executive
officers whose compensation exceeded $100,000 on an annual
basis (collectively, the Named Officers).

Summary Compensation Table

|                    |                                    |                     |      |                        |  |            |         |              |  |        |           |           |     |  |   |   |  |  |           |     |  |  |   |         | 
|------------------- | ---------------------------------- | ------------------- | ---- | ---------------------- |  | ---------- | ------- | ------------ |  | ------ | --------- | --------- | --- |  | - | - |  |  | --------- | --- |  |  | - | ------- | 
|                    |                                    |                     |      |                        |  |            |         |              |  |       
|                    |                                    |                     |      | Long-Term Compensation
|                    |                                    | Annual Compensation |      |                       
|                    |                                    |                     |      | Restricted             |  | Securities
|                    |                                    |                     |      | Other Annual           |  | Stock      |         | Underlying  
|Name and            |                                    |                     |      | Salary                 |  | Bonus      |         | Compensation |  | Awards |           | Options  
|Principal Position  |                                    | Year                |      | ($)                    |  | ($)        |         | ($)          |  | ($)(*) |           | (#)      
|                    |                                    |                     |      |                        |  |            |         |              |  |        |           |          
|Jack Friedman       |                                    |                     | 2003 |                        |  |            | 965,000 |              |  |        | 1,327,140 |           |     |  |  |   |  |  | 2,524,800 | (2) |  |  |  |        
|                    | Chairman and Chief                 |                     |      | 2002                   |  |            |         | 846,000      |  |        |           | 1,429,696 |     |  |   |  |  |  |           |    |  |  |   |        | 
|                    | Executive Officer                  |                     |      | 2001                   |  |            |         | 821,000      |  |        |           | 1,706,390 |     |  |   |  |  |  |           |    |  |  |   | 175,000 | 
|Stephen G. Berman   |                                    |                     | 2003 |                        |  |            | 965,000 |              |  |        | 1,327,140 |           |     |  |  |   |  |  | 2,524,800 | (2) |  |  |  |        
|                    | Chief Operating Officer,           |                     |      | 2002                   |  |            |         | 821,000      |  |        |           | 1,429,696 |     |  |   |  |  |  |           |    |  |  |   |        | 
|                    | President and Secretary            |                     |      | 2001                   |  |            |         | 796,000      |  |        |           | 1,706,390 |     |  |   |  |  |  |           |    |  |  |   | 175,000 | 
|Joel M. Bennett     |                                    |                     | 2003 |                        |  |            | 300,000 |              |  |        |          |           |     |  |  |   |  |  | 1,262,400 | (3) |  |  |  |        
|                    | Executive Vice President and       |                     |      | 2002                   |  |            |         | 272,500      |  |        |           | 495,000   | (1) |  |   |  |  |  |           |    |  |  |   |        | 
|                    | Chief Financial Officer            |                     |      | 2001                   |  |            |         | 247,500      |  |        |           | 160,000   |     |  |   |  |  |  |           |    |  |  |   | 20,000  | 
|Michael Bianco, Jr. |                                    |                     | 2003 |                        |  |            | 700,000 |              |  |        |          |           |     |  |  |   |  |  | 1,009,920 | (4) |  |  |  |        
|                    | Executive Vice President and Chief |                     |      | 2002                   |  |            |         | 575,000      |  |        |           | 600,000   |     |  |   |  |  |  |           |    |  |  |   |        | 
|                    | Merchandising Officer              |                     |      | 2001                   |  |            |         | 550,000      |  |        |           | 450,000   |     |  |   |  |  |  |           |    |  |  |   | 150,000 | 




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | The shares of restricted stock referenced in this column were
    all issued pursuant to the 2002 Plan. The total number of
    restricted shares issued under the 2002 Plan that were
    outstanding at December 31, 2003 was 696,000 shares.
    Such shares had an aggregate value of $9,152,400, representing
    the product of (a) 696,000 shares, multiplied by
    (b) $13.15, the closing price of our common stock on
    December 31, 2003, as reported by Nasdaq.
|   
|(1) | Includes the forgiveness of a note receivable and accrued
    interest in the aggregate amount of $285,000.                                                                                                                                                                                                                                                                                                                                                                   
|   
|(2) | Represents the product of (a) 240,000 shares of restricted
    stock multiplied by (b) $10.52, the closing price of our
    common stock, as reported by Nasdaq, on March 27, 2003, the
    date the shares were granted, all of which vested on
    January 1, 2004.                                                                                                                                                                                                         
|   
|(3) | Represents the product of (a) 120,000 shares of restricted
    stock multiplied by (b) $10.52, the closing price of our
    common stock, as reported by Nasdaq, on March 27, 2003, the
    date the shares were granted, which vest as follows: 60,000 on
    each of January 1, 2004 and 2005, subject to certain
    Company financial performance criteria.                                                                                                               

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|    |                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Represents the product of (a) 96,000 shares of restricted
    stock multiplied by (b) $10.52, the closing price of our
    common stock, as reported by Nasdaq, on March 27, 2003, the
    date the shares were granted, all of which vested on
    January 1, 2004.

Employment Agreements

In March 2003 we amended and restated our employment agreements
with each of the Named Officers.

Mr. Friedmans amended and restated employment
agreement, pursuant to which he serves as our Chairman and Chief
Executive Officer, provides for an annual base salary in 2004 of
$990,000. Mr. Friedmans agreement expires
December 31, 2010. His base salary is subject to annual
increases determined by our Board of Directors, but in an amount
not less than $25,000 per annum. For our fiscal year ended
December 31, 2003, Mr. Friedman received a bonus of
$1,327,140. For each fiscal year between 2004 through 2010,
Mr. Friedmans bonus will depend on our achieving
certain earnings per share growth targets. The earnings per
share growth targets for 2004 have been set, but the earnings
per share growth targets for subsequent fiscal years will be
determined annually by the Compensation Committee of our Board
of Directors. Depending on the levels of earnings per share
growth that we achieve in each fiscal year, Mr. Friedman
will receive an annual bonus from 0% to up to 200% of his base
salary. This bonus will be paid in accordance with the terms and
conditions of our 2002 Stock Award and Incentive Plan. In
addition, in consideration for modifying and replacing the
pre-tax income formula provided in his prior employment
agreement for determining his annual bonus, and for entering
into the amended employment agreement, Mr. Friedman was
granted the right to be issued an aggregate of 1,080,000 shares
of restricted stock. The first tranche of restricted stock,
totaling 240,000 shares, was granted at the time the agreement
became effective, and the second tranche of restricted stock,
totaling 120,000 shares, was granted on January 1, 2004. In
each subsequent year of the employment agreement term,
Mr. Friedman will receive 120,000 shares of restricted
stock. The grant of these shares is in accordance with our 2002
Stock Award and Incentive Plan, and the vesting of each tranche
of restricted stock is subject to our achieving pre-tax income
in excess of $2,000,000 in the fiscal year that the grant is
made. Each tranche of restricted stock granted or to be granted
from January 1, 2004 through January 1, 2008 is
subject to a two-year vesting period, which may be accelerated
to one year if we achieve certain earnings per share growth
targets. Each tranche of restricted stock to be granted
thereafter through January 1, 2010, is subject to a
one-year vesting period. Finally, the agreement provides
Mr. Friedman with the opportunity, commencing at age 67, to
retire and receive a single-life annuity retirement payment
equal to $975,000 a year for a period of 10 years, or in
the event of his death during such retirement period, his estate
will receive a death benefit equal to the difference between
$2,925,000 and any prior retirement benefits previously paid to
him; provided, however, that Mr. Friedman must agree to
serve as Chairman Emeritus of our Board of Directors, if
requested to do so by such Board.

Mr. Bermans amended and restated employment
agreement, pursuant to which he serves as our President and
Chief Operating Officer, provides for an annual base salary in
2004 of $990,000. Mr. Bermans agreement expires
December 31, 2010. His base salary is subject to annual
increases determined by our Board of Directors, but in an amount
not less than $25,000 per annum. For our fiscal year ended
December 31, 2003, Mr. Berman received a bonus of
$1,327,140. For each fiscal year between 2004 through 2010,
Mr. Bermans bonus will depend on our achieving
certain earnings per share growth targets. The earnings per
share growth targets for 2004 have been set, but the earnings
per share growth targets for subsequent fiscal years will be
determined annually by the Compensation Committee of our Board
of Directors. Depending on the levels of earnings per share

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Mr. Bennetts amended and restated our employment
agreement, pursuant to which Mr. Bennett serves as our
Executive Vice President and Chief Financial Officer, expires
December 31, 2006. Mr. Bennetts annual base
salary in 2004 is $320,000 and is subject to annual increases in
an amount, not less than $20,000, determined by our Board of
Directors. In addition, as consideration for relinquishing the
prior formula for determining his annual bonus, and for entering
into the amended agreement, Mr. Bennett was awarded at the
time his agreement became effective 120,000 shares of
restricted stock, 60,000 of such shares vested on
January 1, 2004 and the remaining 60,000 shares will
vest on January 1, 2005, provided Mr. Bennett is then
employed by us. This grant of restricted stock was in accordance
with our 2002 Stock Award and Incentive Plan.

Mr. Biancos amended and restated employment agreement,
pursuant to which he serves as our Executive Vice President and
Chief Merchandising Officer, provides for an annual base salary
in 2004 of $725,000. Mr. Biancos agreement expires
December 31, 2007. His base salary is subject to annual
increases determined by our Board of Directors, but in an amount
not less than $25,000 per annum. For our fiscal year ended
December 31, 2003, Mr. Bianco did not receive a bonus.
For each fiscal year between 2004 through 2007,
Mr. Biancos bonus will depend on our achieving
certain earnings per share growth targets. The earnings per
share growth targets for 2004 will be determined annually by the
Compensation Committee of our Board of Directors. Depending on
the levels of earnings per share growth that we achieve in each
fiscal year, Mr. Bianco will receive an annual bonus of
from 0% to up to 200% of his base salary. This bonus will be
paid in accordance with the terms and conditions of our 2002
Stock Award and Incentive Plan. In addition, in consideration
for modifying and replacing the pre-tax income formula provided
in his prior employment agreement for determining his annual
bonus, and for entering into the amended employment agreement,
Mr. Bianco was granted the right to be issued an aggregate
of 480,000 shares of restricted stock. The first tranche of
restricted stock, totaling 96,000 shares, was granted at the
time the agreement became effective, and the second tranche of
restricted stock, totaling 96,000 shares, was granted on
January 1, 2004. In each subsequent year of the employment
agreement term, Mr. Bianco will receive 96,000 shares of
restricted stock. The grant of these shares is in accordance
with our 2002 Stock Award and Incentive Plan, and the vesting of
each tranche of restricted stock is subject to our achieving
pre-tax income in excess of $2,000,000 in the fiscal year that
the grant is made. Each tranche of restricted stock granted or
to be granted from January 1,

60



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If we terminate Mr. Friedmans,
Mr. Bermans, Mr. Biancos or
Mr. Bennetts employment other than for
cause or if a Named Officer resigns because of our
material breach of the employment agreement or because we cause
a material change in his employment, we are required to make a
lump-sum severance payment in an amount equal to his base salary
and bonus during the balance of the term of the employment
agreement, based on his then applicable annual base salary and
bonus. In the event of the termination of his employment under
certain circumstances after a Change of Control (as
defined in each employment agreement), we are required to make a
one-time payment of an amount equal to 2.99 times of the
base amount of such Named Officer determined in
accordance with the applicable provisions of the Internal
Revenue Code.

The foregoing is only a summary of the material terms of our
employment agreements with the Named Officers. For a complete
description, copies of such agreements are annexed herein in
their entirety as exhibits or are otherwise incorporated herein
by reference.

The following table sets forth certain information regarding
options exercised and exercisable during 2003, and the
value of options held as of December 31, 2003 by the Named
Officers:

Aggregated Option/SAR Exercises in Last Fiscal Year

and Fiscal Year End Option/SAR Values


|                    |  |              |         |                 |  |                        |           |                       |  |             |         |               |  |  |         |  |  |  |         |  |  |  |         | 
|------------------- |  | ------------ | ------- | --------------- |  | ---------------------- | --------- | --------------------- |  | ----------- | ------- | ------------- |  |  | ------- |  |  |  | ------- |  |  |  | ------- | 
|                    |  |              |         |                 |  |                        |           |                      
|                    |  |              |         |                 |  | Number of Securities   |           | Value of Unexercised 
|                    |  |              |         |                 |  | Underlying Unexercised |           | In-the-Money         
|                    |  | Shares       |         |                 |  | Options/SARs           |           | Options/SARs         
|                    |  | Acquired     |         |                 |  | at Fiscal Year End     |           | at Fiscal Year End(2)
|                    |  | on           |         | Value           |  |                        |           |                      
|Name                |  | Exercise (#) |         | Realized ($)(1) |  | Exercisable            |           | Unexercisable         |  | Exercisable |         | Unexercisable
|                    |  |              |         |                 |  |                        |           |                       |  |             |         |              
|Jack Friedman       |  |              | 187,500 |                 |  |                        | 1,364,063 |                       |  |             | 175,341 |               |  |  | 181,913 |  |  |  | 647,986 |  |  |  | 313,404 | 
|Stephen G. Berman   |  |              |        |                 |  |                        |          |                       |  |             | 227,494 |               |  |  | 223,544 |  |  |  | 923,093 |  |  |  | 533,007 | 
|Joel M. Bennett     |  |              |        |                 |  |                        |          |                       |  |             | 38,864  |               |  |  | 66,339  |  |  |  | 173,358 |  |  |  | 276,088 | 
|Michael Bianco, Jr. |  |              |        |                 |  |                        |          |                       |  |             | 72,954  |               |  |  | 149,325 |  |  |  | 147,457 |  |  |  | 233,814 | 




|    |                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The product of (x) the difference between $12.50 (the
    closing sale price on October 22, 2003, the date the option
    was exercised) and $5.225, the exercise price of the option,
    multiplied by (y) the number of exercised options.
|   
|(2) | The product of (x) the difference between $13.15 (the
    closing sale price of the common stock on December 31,
    2003) and the aggregate exercise price of such options,
    multiplied by (y) the number of unexercised options.        

Compensation of Directors

Directors currently receive an annual cash stipend in the amount
of $10,000 for serving on the Board, and are reimbursed for
reasonable expenses incurred in attending meetings. In addition,
our Option Plan provides for each newly elected non-employee
director to receive at the commencement of his term an option to
purchase 37,500 shares of our common stock at their then
current fair market value, and for grants to our non-employee
directors: (i) on January 1 and July 1 of each
year of an option to purchase 7,500 shares of our common
stock at their then current fair market value, and (ii) on
January 1 of each year of 1,000 shares of restricted stock
beginning on January 1, 2004. Options granted to a
non-employee director expire upon the termination of the
directors services for cause, but may be exercised at any
time during a one-year period after such person ceases to serve
as a director for any other reason.

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Compensation Committee Interlocks and Insider
Participation

None of our executive officers has served as a director or
member of a compensation committee (or other board committee
performing equivalent functions) of any other entity, one of
whose executive officers served as a director or a member of our
Compensation Committee.






|         |                                                                                                   
|-------- | --------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters

The following table sets forth certain information as of
March 12, 2004 with respect to the beneficial ownership of
our common stock by (1) each person known by us to own
beneficially more than 5% of the outstanding shares of our
common stock, (2) each of our directors, (3) each
Named Officer, and (4) all our directors and executive
officers as a group.

|                                                                |  |                 |           |             |  |  |      |  
|--------------------------------------------------------------- |  | --------------- | --------- | ----------- |  |  | ---- | -
|                                                                |  | Amount and      |           |            
|                                                                |  | Nature of       |           | Percent of 
|Name and Address of                                             |  | Beneficial      |           | Outstanding
|Beneficial Owner(1)(2)                                          |  | Ownership(s)(3) |           | Shares     
|                                                                |  |                 |           |            
|FMR Corp.                                                       |  |                 | 2,672,300 | (4)         |  |  | 11.0 | %
|Heartland Advisors, Inc.                                        |  |                 | 1,404,500 | (5)         |  |  | 6.1  |  
|Royce & Associates, LLC                                         |  |                 | 3,044,400 | (6)         |  |  | 9.3  |  
|Franklin Resources, Inc.                                        |  |                 | 1,424,707 | (7)         |  |  | 5.6  |  
|Third Avenue Management LLC                                     |  |                 | 2,855,211 | (8)         |  |  | 11.3 |  
|Dimensional Fund Advisors, Inc.                                 |  |                 | 1,633,402 | (9)         |  |  | 6.5  |  
|Jack Friedman                                                   |  |                 | 760,797   | (10)        |  |  | 3.0  |  
|Stephen G. Berman                                               |  |                 | 629,123   | (11)        |  |  | 2.5  |  
|Joel M. Bennett                                                 |  |                 | 194,706   | (12)        |  |  | *    |  
|Michael Bianco, Jr.                                             |  |                 | 314,343   | (13)        |  |  | 1.2  |  
|David C. Blatte                                                 |  |                 | 61,000    | (14)        |  |  | *    |  
|Robert E. Glick                                                 |  |                 | 77,519    | (15)        |  |  | *    |  
|Michael G. Miller                                               |  |                 | 68,144    | (16)        |  |  | *    |  
|Murray L. Skala                                                 |  |                 | 79,457    | (17)        |  |  | *    |  
|All directors and executive officers as a group
    (8 persons) |  |                 | 2,181,906 | (18)        |  |  | 8.4  | %




|  |                                        
|- | ---------------------------------------
|* | Less than 1% of our outstanding shares.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Unless otherwise indicated, such persons address is
    c/o JAKKS Pacific, Inc., 22619 Pacific Coast Highway,
    Malibu, California 90265.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(2) | The number of shares of common stock beneficially owned by each
    person or entity is determined under the rules promulgated by
    the Securities and Exchange Commission. Under such rules,
    beneficial ownership includes any shares as to which the person
    or entity has sole or shared voting power or investment power.
    The percentage of our outstanding shares is calculated by
    including among the shares owned by such person any shares which
    such person or entity has the right to acquire within 60 days
    after March 15, 2004. The inclusion herein of any shares
    deemed beneficially owned does not constitute an admission of
    beneficial ownership of such shares.
|   
|(3) | Exercises sole voting power and sole investment power with
    respect to such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(4) | The address of FMR Corp. is 82 Devonshire Street, Boston,
    Massachusetts 02109. All the information with respect to this
    beneficial owner was extracted solely from its
    Schedule 13G/A filed on February 17, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Mr. William Nasgovitz, principal and controlling member of
    Heartland Advisors, Inc. (HAI), has also reported
    beneficial ownership of these shares. The address of each of HAI
    and Mr. Nasgovitz is 789 North Water Street, Milwaukee, WI
    53202. All the information presented in this Item with respect
    to these beneficial owners was extracted solely from the
    Schedule 13G jointly filed on February 13, 2004.                                 
|   
|(6) | The address of Royce & Associates, LLC is 1414 Avenue
    of the Americas, New York, New York 10019. All the information
    presented in this Item with respect to this beneficial owner was
    extracted solely from the Schedule 13G filed on
    February 3, 2004.                                                                                                                                                                                                     
|   
|(7) | Messrs. Charles B. Johnson and Rupert H. Johnson,
    principals and controlling members of Franklin Resources Inc.
    (FRI), have also reported beneficial ownership of
    these shares. The address of each of FRI and
    Messrs. Johnson is One Franklin Parkway, San Mateo, CA
    94403. All the information presented in this Item with respect
    to these beneficial owners was extracted solely from the
    Schedule 13G jointly filed on February 13, 2004.
|   
|(8) | The address of Third Avenue Management LLC is 622 Third Avenue,
    New York, NY 10017. All the information presented in this Item
    with respect to this beneficial owner was extracted solely from
    the Schedule 13G/A filed on January 8, 2004.                                                                                                                                                                                                                     
|   
|(9) | The address of Dimensional Fund Advisors, Inc. is 1299 Ocean
    Avenue, 11th Floor, Santa Monica, CA 90401. All the information
    presented in this Item with respect to this beneficial owner was
    extracted solely from the Schedule 13G filed on
    February 6, 2004.                                                                                                                                                                                             



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 3,186 shares held in trusts for the benefit of children
    of Mr. Friedman. Also includes 175,339 shares of common
    stock issuable upon the conversion of options held by
    Mr. Friedman. Also includes 120,000 shares of common stock
    issued on January 1, 2004 pursuant to the terms of
    Mr. Friedmans January  1, 2003 Employment
    Agreement, which shares are further subject to the terms of our
    January 1, 2004 Restricted Stock Award Agreement with
    Mr. Friedman (the Friedman Agreement). The
    Friedman Agreement provides that Mr. Friedman will forfeit his
    rights to all 120,000 shares unless certain conditions precedent
    are met prior to January 1, 2005, including the condition
    that our Pre-Tax Income (as defined in the Friedman Agreement)
    for 2004 exceeds $2,000,000, whereupon the forfeited shares will
    become authorized but unissued shares of our common stock. The
    Friedman Agreement further prohibits Mr. Friedman from
    selling, assigning, transferring, pledging or otherwise
    encumbering (a) 60,000 of the 120,000 shares prior to
    January 1, 2005 and (b) the remaining 60,000 shares
    prior to January 1, 2006; provided, however, that if our
    Pre-Tax Income for 2004 exceeds $2,000,000 and our Adjusted EPS
    Growth (as defined in the Friedman Agreement) for 2004 increases
    by certain percentages as set forth in the Friedman Agreement,
    the vesting of some or all of the 60,000 shares that would
    otherwise vest on January 1, 2006 will be accelerated to
    the date the Adjusted EPS Growth is determined.
|    
|(11) | Includes 269,123 shares of common stock issuable upon the
    conversion of options held by Mr. Berman. Also includes
    120,000 shares of common stock issued on January 1,
    2004 pursuant to the terms of Mr. Bermans
    January 1, 2003 Employment Agreement, which shares are
    further subject to the terms of our January 1, 2004
    Restricted Stock Award Agreement with Mr. Berman (the
    Berman Agreement). The Berman Agreement provides
    that Mr. Berman will forfeit his rights to all
    120,000 shares unless certain conditions precedent are met
    prior to January 1, 2005, including the condition that our
    Pre-Tax Income (as defined in the Berman Agreement) for 2004
    exceeds $2,000,000, whereupon the forfeited shares will become
    authorized but unissued shares of our common stock. The Berman
    Agreement further prohibits Mr. Berman from selling, assigning,
    transferring, pledging or otherwise encumbering                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (a) 60,000 of the 120,000 shares prior to January 1,
    2005 and (b) the remaining 60,000 shares prior to
    January 1, 2006; provided, however, that if our Pre-Tax
    Income for 2004 exceeds $2,000,000 and our Adjusted EPS Growth
    (as defined in the Berman Agreement) for 2004 increases by
    certain percentages as set forth in the Berman Agreement, the
    vesting of some or all of the 60,000 shares that would
    otherwise vest on January 1, 2006 will be accelerated to
    the date the Adjusted EPS Growth is determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(12) | Includes 47,456 shares which Mr. Bennett may purchase upon the
    exercise of certain stock options. Also includes 60,000 shares
    of common stock issued to Mr. Bennett pursuant to the terms of
    his Employment Agreement, which shares may not be sold,
    assigned, transferred or otherwise encumbered prior to January
    1, 2005 and which shares may be transferred if Mr. Bennett is
    not then employed by us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|(13) | Includes 82,293 shares which Mr. Bianco may purchase
    upon the exercise of certain stock options. Also includes
    96,000 shares of common stock issued on January 1,
    2004 pursuant to the terms of Mr. Biancos
    January 1, 2003 Employment Agreement, which shares are
    further subject to the terms of our January 1, 2004
    Restricted Stock Award Agreement with Mr. Bianco (the
    Bianco Agreement). The Bianco Agreement provides
    that Mr. Bianco will forfeit his rights to all
    96,000 shares unless certain conditions precedent are met
    prior to January 1, 2005, including the condition that our
    Pre-Tax Income (as defined in the Bianco Agreement) for 2004
    exceeds $2,000,000, whereupon the forfeited shares will become
    authorized but unissued shares of our common stock. The Bianco
    Agreement further prohibits Mr. Bianco from selling,
    assigning, transferring, pledging or otherwise encumbering
    (a) 48,000 of the 96,000 shares prior to
    January 1, 2005 and (b) the remaining
    48,000 shares prior to January 1, 2006; provided,
    however, that if our Pre-Tax Income for 2004 exceeds $2,000,000
    and our Adjusted EPS Growth (as defined in the Bianco Agreement)
    for 2004 increases by certain percentages as set forth in the
    Bianco Agreement, the vesting of some or all of the
    48,000 shares that would otherwise vest on January 1,
    2006 will be accelerated to the date the Adjusted EPS Growth is
    determined.
|    
|(14) | Includes 60,000 shares which Mr. Blatte may purchase upon
    the exercise of certain stock options and 1,000 shares of common
    stock issued on January 1, 2004, to all of our non-employee
    directors pursuant to our 2002 Stock Award and Incentive Plan,
    pursuant to which such 1,000 shares may not be sold, mortgaged,
    transferred or otherwise encumbered prior to January 1, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|(15) | Includes 76,519 shares which Mr. Glick may purchase upon
    the exercise of certain stock options and 1,000 shares of Common
    Stock issued on January 1, 2004, to all of our non-employee
    directors pursuant to our 2002 Stock Award and Incentive Plan,
    pursuant to which such 1,000 shares may not be sold, mortgaged,
    transferred or otherwise encumbered prior to January 1, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(16) | Includes 67,144 shares which Mr. Miller may purchase upon
    the exercise of certain stock options and 1,000 shares of Common
    Stock issued on January 1, 2004, to all of our non-employee
    directors pursuant to our 2002 Stock Award and Incentive Plan,
    pursuant to which such 1,000 shares may not be sold, mortgaged,
    transferred or otherwise encumbered prior to January 1, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|(17) | Includes 75,271 shares which Mr. Skala may purchase
    upon the exercise of certain stock options, 3,186 shares
    held by Mr. Skala as trustee under a trust for the benefit
    of Mr. Friedmans minor child and 1,000 shares of
    common stock issued on January 1, 2004, to all of our
    non-employee directors pursuant to our 2002 Stock Award and
    Incentive Plan,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | pursuant to which such 1,000 shares may not be sold, mortgaged,
    transferred or otherwise encumbered prior to January 1, 2005.



|     |                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(18) | Includes 3,186 shares held in a trust for the benefit of
    Mr. Friedmans minor child and an aggregate of
    853,148 shares which the directors and executive officers
    may purchase upon the exercise of certain stock options.

Equity Compensation Plan Information

The table below sets forth the following information as of the
fiscal year ended December 31, 2003 for (i) all
compensation plans previously approved by our stockholders and
(ii) all compensation plans not previously approved by our
stockholders, if any:



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the number of securities to be issued upon the exercise
    of outstanding options, warrants and rights;                                                                                            
|
| | (b) the weighted-average exercise price of such outstanding
    options, warrants and rights;                                                                                                           
|
| | (c) other than securities to be issued upon the exercise of
    such outstanding options, warrants and rights, the number of
    securities remaining available for future issuance under the
    plans.

|                                                               |  |                      |           |                   |  |                         |       |  |  |  |           | 
|-------------------------------------------------------------- |  | -------------------- | --------- | ----------------- |  | ----------------------- | ----- |  |  |  | --------- | 
|                                                               |  |                      |           |                   |  | Number of Securities   
|                                                               |  |                      |           |                   |  | Remaining Available    
|                                                               |  | Number of            |           | Weighted-Average  |  | for                    
|                                                               |  | Securities to be     |           | Exercise Price of |  | Future Issuance Under  
|                                                               |  | Issued upon Exercise |           | Outstanding       |  | Equity Compensation    
|                                                               |  | of Outstanding       |           | Options,          |  | Plans (Excluding       
|                                                               |  | Options,             |           | Warrants and      |  | Securities Reflected in
|                                                               |  | Warrants and Rights  |           | Rights            |  | Column (a))            
|Plan Category                                                  |  | (a)                  |           | (b)               |  | (c)                    
|                                                               |  |                      |           |                   |  |                        
|Equity compensation plans approved by security
    holders     |  |                      | 2,265,266 |                   |  | $                       | 12.15 |  |  |  | 1,718,392 | 
|Equity compensation plans not approved by
    security holders |  |                      |          |                   |  |                         |      |  |  |  |          | 
|                                                               |  |                      |           |                   |  |                         |       |  |  |  |           | 
|Total                                                          |  |                      | 2,265,266 |                   |  | $                       | 12.15 |  |  |  | 1,718,392 | 
|                                                               |  |                      |           |                   |  |                         |       |  |  |  |           | 

Equity compensation plans approved by our stockholders include
the 2002 Stock Award and Incentive Plan.




Item 13. Certain Relationships and Related
Transactions

One of our directors, Murray L. Skala, is a partner in the law
firm of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
Rhine LLP, which has performed, and is expected to continue to
perform, legal services for us. In 2003, we incurred
approximately $3,116,866 for legal fees and $525,559 for
reimbursable expenses payable to that firm. As of December 31,
2002 and 2003, legal fees and reimbursable expenses of $656,724
and $721,837, respectively, were payable to this law firm.

In April 2000, we loaned $1,500,000 to each of Jack Friedman and
Stephen G. Berman. The entire principal amount of each loan was
originally due on April 28, 2003 and, until repaid,
interest thereon is payable semi-annually at the rate of 6.5%
per annum. Mr. Bermans indebtedness to us under his
loan is secured by a deed of trust on certain real property. As
of March 27, 2003, the outstanding principal balances of
Mr. Friedmans and Mr. Bermans loans
including interest accrued thereon were paid in full. Both loans
were made to assist our executive officers in meeting certain
personal financial obligations.

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##### Table of Contents



Michael Bianco, Jr., an Executive Vice President and our Chief
Merchandising Officer, was one of the selling shareholders from
whom we acquired Flying Colors Toys in October 1999. In
connection with that acquisition, we agreed to pay an earn-out,
in an amount not less than $2.5 million nor more than
$4.5 million, in each of the three twelve-month periods
following the closing if the gross profit of Flying Colorsproducts achieve certain targeted levels during these
periods. In each of 2001 and 2002, we paid $1,850,000 to
Mr. Bianco on account of the earn-out for each of the
twelve-month periods ended September 30, 2001 and 2002.




Item 14. Control and Procedures

(a)     Evaluation of disclosure
controls and procedures.

Our chief executive officer and our chief financial officer,
after evaluating the effectiveness of our disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14(c)
and 15-d-14(c) as of a date within 90 days of the filing date of
this Annual Report on Form 10-K (the Evaluation
Date) have concluded that as of the Evaluation Date, our
disclosure controls and procedures were adequate and effective
to ensure that material information relating to us and our
consolidated subsidiaries would be made known to them by others
within those entities, particularly during the period in which
this Annual Report on Form 10-K report was being prepared.

(b)     Changes in internal controls.

There have been no significant changes in our internal controls
or in other factors which could significantly affect our
disclosure controls subsequent to the date we conducted our
evaluation.






|         |                                        
|-------- | ---------------------------------------
|Item 15. | Principal Accountant Fees and Services.

The following are the fees billed us by our auditors, PKF, for
services rendered thereby during 2003 and 2002:

|                   |  |      |         |      |  |   |         | 
|------------------ |  | ---- | ------- | ---- |  | - | ------- | 
|                   |  | 2002 |         | 2003
|                   |  |      |         |     
|Audit Fees         |  | $    | 326,888 |      |  | $ | 656,792 | 
|Audit Related Fees |  |      | 0       |      |  |   | 85,185  | 
|Tax Fees           |  |      | 103,638 |      |  |   | 205,673 | 
|All Other Fees     |  |      | 29,510  |      |  |   | 56,811  | 

Audit Feesconsist of the aggregate fees billed for
professional services rendered for the audit of our annual
financial statements and the reviews of the financial statements
included in our Forms 10-Q and for any other services that
are normally provided by PKF in connection with our statutory
and regulatory filings or engagements.

Audit Related Feesconsist of the aggregate fees billed
for professional services rendered for assurance and related
services that were reasonably related to the performance of the
audit or review of our financial statements and were not
otherwise included in Audit Fees.

Tax Feesconsist of the aggregate fees billed for
professional services rendered for tax compliance, tax advice
and tax planning. Included in such Tax Fees were fees for
preparation of our tax returns, consultancy and advice on
international and domestic tax structures and tax planning
relating to our acquisition efforts.

All Other Feesconsist of the aggregate fees billed for
products and services provided by PKF and not otherwise included
in Audit Fees, Audit Related Fees or Tax Fees. Included in such
Other Fees were fees for services rendered by PKF in connection
with our private and public offerings conducted during such
periods, as well as reviews related to our acquisition efforts.

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Our Audit Committee has considered whether the provision of the
non-audit services described above is compatible with
maintaining PKFs independence and determined that such
services are appropriate.

Before the auditors are engaged to provides us audit or
non-audit services, such engagement is approved by the Audit
Committee of our Board of Directors.




PART IV




Item 16. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K

(a) The following documents are filed as part of this
Annual Report on Form 10-K:

(1) Financial Statements (included in Item 8):



| |   |                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------
| |  | Independent Auditors Report                                                                                  
|
| |  | Consolidated Balance Sheets as of December 31, 2002 and 2003                                                  
|
| |  | Consolidated Statements of Operations for the years ended
    December 31, 2001, 2002 and 2003                
|
| |  | Consolidated Statements of Other Comprehensive Income for the
    years ended December 31, 2001, 2002 and 2003
|
| |  | Consolidated Statements of Stockholders Equity for the
    years ended December 31, 2001, 2002 and 2003      
|
| |  | Consolidated Statements of Cash Flows for the years ended
    December 31, 2001, 2002 and 2003                
|
| |  | Notes to Consolidated Financial Statements                                                                    

(2) Financial Statement Schedules (included in Item 8)



| |   |                                                
| | - | -----------------------------------------------
| |  | Schedule II  Valuation and Qualifying Accounts

(3) Exhibits

|        |  |                                                                                                                            
|------- |  | ---------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                            
|Number  |  | Description                                                                                                                
|        |  |                                                                                                                            
|3.1     |  | Amended and Restated Certificate of Incorporation
    of the Company (1)                                                   
|3.2     |  | By-Laws of the Company (2)                                                                                                 
|3.2.1   |  | Amendment to By-Laws of the Company (3)                                                                                    
|10.1    |  | Third Amended and Restated 1995 Stock Option Plan
    (4)                                                                  
|10.1A   |  | 1999 Amendment to Third Amended and Restated 1995
    Stock Option Plan (5)                                                
|10.1B   |  | 2000 Amendment to Third Amended and Restated 1995
    Stock Option Plan (6)                                                
|10.1C   |  | 2001 Amendment to Third Amended and Restated 1995
    Stock Option Plan (7)                                                
|10.2    |  | 2002 Stock Award and Incentive Plan (8)                                                                                    
|10.3    |  | Amended and Restated Employment Agreement between
    the Company and Jack Friedman, dated as of March 26, 2003
    (36)   
|10.4    |  | Amended and Restated Employment Agreement between
    the Company and Stephen G. Berman dated as of March 26,
    2003 (36)
|10.5    |  | Amended and Restated Employment Agreement between
    the Company and Michael Bianco dated as of March 26, 2003
    (36)   

67



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##### Table of Contents



|        |  |                                                                                                                                                                                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                
|Number  |  | Description                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                
|10.6    |  | Amended and Restated Employment Agreement between
    the Company and Joel M. Bennet, dated March 26, 2003 (36)                                                                                
|10.7    |  | License Agreement with Titan Sports, Inc. dated
    October 24, 1995 (2)                                                                                                                       
|10.7.1  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated April 22, 1996 (9)                                                                                                            
|10.7.2  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated January 21, 1997 (9)                                                                                                          
|10.7.3  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated December 3, 1997 (10)                                                                                                         
|10.7.4  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated January 29, 1998 (10)                                                                                                         
|10.7.5  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated June 24, 1998 (11)                                                                                                            
|10.7.6  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated February 11, 1999 (11)                                                                                                        
|10.8    |  | International License Agreement with Titan
    Sports, Inc. dated February 10, 1997 (9)                                                                                                        
|10.8.1  |  | Amendment to International License Agreement with
    Titan Sports, Inc. dated December 3, 1997 (10)                                                                                           
|10.8.2  |  | Amendment to International License Agreement with
    Titan Sports, Inc. dated January 29, 1998 (10)                                                                                           
|10.9    |  | Office Lease dated November 18, 1999 between
    the Company and Winco Maliview Partners (12)                                                                                                  
|10.10   |  | Term Note dated April 13, 2000 in the
    principal amount of $1,500,000 made by Jack Friedman payable to
    the order of the Company (13)                                                    
|10.11   |  | Installment Note dated April 26, 2000 in the
    principal amount of $1,500,000 made by Stephen Berman and Ana
    Berman payable to the order of the Company (14)                             
|10.12   |  | Deed of Trust dated April 26, 2000 made by
    Stephen Berman and Ana Berman in favor of First American Title
    Insurance Company, as Trustee (15)                                           
|10.13   |  | Lease dated as of November 21, 2000 between
    Grand Avenue Venture, LLC and JP Ferrero Parkway, Inc. (16)                                                                                    
|10.14   |  | Loan Agreement dated as of October 12, 2001
    among JAKKS, certain other Borrowers, the Lenders named therein
    and Bank of America, N.A., as Administrative Agent (17)                    
|10.15   |  | First Amendment to Loan Agreement and Consent and
    Waiver dated as of March 8, 2002 (18)                                                                                                    
|10.16   |  | Security Agreement (Borrowers) dated as of
    October 12, 2001 among JAKKS, certain other Grantors, Bank
    of America, as Administrative Agent, and the Lenders referred to
    therein (19)
|10.17   |  | Trademark Security Agreement dated as of
    October 12, 2001 among JAKKS, certain other Grantors, Bank
    of America, as Administrative Agent, and the Lenders referred to
    therein (20)  
|10.18   |  | Patent Security Agreement dated as of
    October 12, 2001 among JAKKS, certain other Grantors, Bank
    of America, as Administrative Agent, and the Lenders referred to
    therein (21)     
|10.19   |  | Pledge Agreement dated as of October 12,
    2001 among JAKKS, certain other Grantors, Bank of America, as
    Administrative Agent, and the Lenders referred to
    therein (22)              
|10.20   |  | Lock Box Agreement dated as of October 12,
    2001 among JAKKS, certain other Customers, Bank of America, as
    Administrative Agent, and the Lenders referred to
    therein (23)           
|10.21   |  | Guaranty dated as of October 12, 2001 among
    the Domestic Subsidiaries named therein, Bank of America, as
    Administrative Agent, and the Lenders referred to
    therein (24)            
|10.22   |  | Security Agreement dated as of October 12,
    2001 among the Grantors named therein, Bank of America, N.A., as
    Administrative Agent, and the Lenders referred to
    therein (25)         
|10.23   |  | Stock Purchase Agreement dated as of
    February 10, 2002 among JAKKS, Toymax and the Shareholders
    named therein (26)                                                                     
|10.24   |  | Agreement of Merger dated as of February 10,
    2002 among JAKKS, JP/TII Acquisition Corp. and Toymax (27)                                                                                    
|10.25   |  | Letter Agreement dated March 11, 2002 among
    Toymax, JAKKS and the selling stockholders named
    therein (28)                                                                              

68



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|        |  |                                                                                                                                                                                              
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                              
|Number  |  | Description                                                                                                                                                                                  
|        |  |                                                                                                                                                                                              
|10.26   |  | Termination and Replacement of Manufacturing
    Agreement dated March 11, 2002 among Toymax, Toymax (H.K.)
    Limited, Jauntiway Investments Limited, et al. (29)                          
|10.27   |  | Termination of Agency Agreements and Stock
    Options dated March 11, 2002 among Tai Nam Industrial
    Company Limited, David Ki Kwan Chu, Frances Shuk Kuen Leung,
    Toymax, et al. (30)
|10.28   |  | Registration Rights Agreement dated as of
    March 11, 2002 among JAKKS, Best Phase Limited, Hargo
    (Barbados) Limited, Harvey Goldberg and Steven A.
    Lebensfeld (31)                
|10.29   |  | Termination of Employment Agreement dated
    March 11, 2002 among Steven Lebensfeld, Toymax and
    JAKKS (32)                                                                              
|10.30   |  | Employment Agreement dated as of March 11,
    2002 between JAKKS and Steven Lebensfeld (33)                                                                                                 
|10.31   |  | Termination of Employment Agreement dated
    March 11, 2002 among Harvey Goldberg, 1515037 Ontario Ltd.,
    Toymax and JAKKS (34)                                                          
|10.32   |  | Consulting Agreement dated as of March 11,
    2002 among JAKKS, 1515037 Ontario Ltd. and Harvey
    Goldberg (35)                                                                           
|10.33   |  | Form of Restricted Stock Agreement (36)                                                                                                                                                      
|14      |  | Code of Ethics (#)                                                                                                                                                                           
|21      |  | Subsidiaries of the Company (#)                                                                                                                                                              
|31.1    |  | Rule 13a-14(a)/15d-14(a) Certification of
    Jack Friedman (*)                                                                                                                              
|31.2    |  | Rule 13a-14(a)/15d-14(a) Certification of
    Joel Bennett (*)                                                                                                                               
|32.1    |  | Section 1350 Certification of Jack Friedman
    (#)                                                                                                                                          
|32.2    |  | Section 1350 Certification of Joel Bennett
    (#)                                                                                                                                           




|    |                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Appendix 2 of the
    Companys Schedule 14A Proxy Statement filed
    August 23, 2002.                                                                          
|   
|(2) | Filed previously as an exhibit to the Companys
    Registration Statement on Form SB-2 (Reg.
    No. 333-2048-LA), effective May 1, 1996, and
    incorporated herein by reference.          
|   
|(3) | Filed previously as an exhibit to the Companys
    Registration Statement on Form SB-2 (Reg.
    No. 333-22583), effective May 1, 1997, and
    incorporated herein by reference.            
|   
|(4) | Filed previously as Appendix A to the Companys
    definitive Proxy Statement for its 1998 Annual Meeting of
    Stockholders, filed June 23, 1998, and incorporated herein
    by reference.
|   
|(5) | Filed previously as an exhibit to the Companys
    Registration Statement on Form S-8 (Reg. No. 333-90055), filed
    November 1, 1999, and incorporated herein by reference.                
|   
|(6) | Filed previously as exhibit 4.1 to the Companys
    Registration Statement on Form S-8 (Reg.
    No. 333-40392), filed June 29, 2000, and incorporated
    herein by reference.              
|   
|(7) | Incorporated by reference to Appendix B to the Companys
    Schedule 14A Proxy Statement, filed June 11, 2001.                                                                               
|   
|(8) | Filed previously as exhibit 4.1 to the Companys
    Registration Statement on Form S-8 (Reg.
    No. 333-101665), filed December 5, 2002, and
    incorporated herein by reference.          
|   
|(9) | Filed previously as an exhibit to the Companys Annual
    Report on Form 10-KSB for its fiscal year ended
    December 31, 1996, and incorporated herein by reference.                       



|     |                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed previously as an exhibit to the Companys Annual
    Report on Form 10-KSB for its fiscal year ended
    December 31, 1997, and incorporated herein by reference.                
|    
|(11) | Filed previously as an exhibit to the Companys Quarterly
    Report on Form 10-Q for the quarter ended March 31, 1999,
    filed April 22, 1999, and incorporated herein by reference.

69



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##### Table of Contents





|     |                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(12) | Filed previously as an exhibit to the Companys Annual
    Report on Form 10-K for its fiscal year ended
    December 31, 1999, filed March 30, 2000, and
    incorporated herein by reference.
|    
|(13) | Incorporated by reference to exhibit 10.1 of the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2000, filed August 14, 2000.                                   
|    
|(14) | Incorporated by reference to exhibit 10.2 of the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2000, filed August 14, 2000.                                   
|    
|(15) | Incorporated by reference to exhibit 10.3 of the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2000, filed August 14, 2000.                                   
|    
|(16) | Incorporated by reference to exhibit 10.58 of the
    Companys Annual Report on Form 10-K for its fiscal
    year ended December 31, 2000, filed April 2, 2001.                               
|    
|(17) | Incorporated by reference to exhibit 15(A) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(18) | Incorporated by reference to exhibit 15(B) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(19) | Incorporated by reference to exhibit 15(C) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(20) | Incorporated by reference to exhibit 15(D) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(21) | Incorporated by reference to exhibit 15(E) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(22) | Incorporated by reference to exhibit 15(F) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(23) | Incorporated by reference to exhibit 15(G) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(24) | Incorporated by reference to exhibit 15(H) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(25) | Incorporated by reference to exhibit 15(I) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(26) | Incorporated by reference to exhibit 1 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(27) | Incorporated by reference to exhibit 2 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(28) | Incorporated by reference to exhibit 3 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(29) | Incorporated by reference to exhibit 4 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(30) | Incorporated by reference to exhibit 5 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(31) | Incorporated by reference to exhibit 6 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(32) | Incorporated by reference to exhibit 7 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         

70



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|     |                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(33) | Incorporated by reference to exhibit 8 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc. filed March 20, 2002.                                     
|    
|(34) | Incorporated by reference to exhibit 9 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(35) | Incorporated by reference to exhibit 10 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                    
|    
|(36) | Filed previously as an exhibit to the Companys Annual
    Report on Form 10-K for its fiscal year ended
    December 31, 2002, filed March 31, 2003, incorporated
    herein by reference.



|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(#) | Filed as an exhibit upon the initial filing of this Annual
    Report on Form 10-K, filed March 14, 2005.
|   
|(*) | Filed herewith.                                                                                          



| |     |                    
| | --- | -------------------
| | (b) | Reports on Form 8-K



| |                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We filed Current Reports on Form 8-K on October 21,
    2003 relating to our announcement of earnings for the third
    quarter of 2003 and on October 31, 2003 relating to our
    announcement that our Chief Executive Officer and Chief
    Financial Officer would be speaking at an investor conference.

71



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: March 31, 2005

| |                    
| | -------------------
| | JAKKS PACIFIC, INC.



| |     |                  
| | --- | -----------------
| | By: | /s/ JACK FRIEDMAN

| |                            
| | ---------------------------
| |                            
| | Jack Friedman              
| | Chairman and               
| | Chief Executive Officer    
| | (Authorized Representative)

72



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##### Table of Contents



EXHIBIT INDEX

|        |  |                                                                                                                                                                                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                
|Number  |  | Description                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                
|3.1     |  | Amended and Restated Certificate of Incorporation
    of the Company (1)                                                                                                                       
|3.2     |  | By-Laws of the Company (2)                                                                                                                                                                     
|3.2.1   |  | Amendment to By-Laws of the Company (3)                                                                                                                                                        
|10.1    |  | Third Amended and Restated 1995 Stock Option Plan
    (4)                                                                                                                                      
|10.1A   |  | 1999 Amendment to Third Amended and Restated 1995
    Stock Option Plan (5)                                                                                                                    
|10.1B   |  | 2000 Amendment to Third Amended and Restated 1995
    Stock Option Plan (6)                                                                                                                    
|10.1C   |  | 2001 Amendment to Third Amended and Restated 1995
    Stock Option Plan (7)                                                                                                                    
|10.2    |  | 2002 Stock Award and Incentive Plan (8)                                                                                                                                                        
|10.3    |  | Amended and Restated Employment Agreement between
    the Company and Jack Friedman, dated as of March 26, 2003
    (36)                                                                       
|10.4    |  | Amended and Restated Employment Agreement between
    the Company and Stephen G. Berman dated as of March 26,
    2003 (36)                                                                    
|10.5    |  | Amended and Restated Employment Agreement between
    the Company and Michael Bianco dated as of March 26, 2003
    (36)                                                                       
|10.6    |  | Amended and Restated Employment Agreement between
    the Company and Joel M. Bennet, dated March 26, 2003 (36)                                                                                
|10.7    |  | License Agreement with Titan Sports, Inc. dated
    October 24, 1995 (2)                                                                                                                       
|10.7.1  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated April 22, 1996 (9)                                                                                                            
|10.7.2  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated January 21, 1997 (9)                                                                                                          
|10.7.3  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated December 3, 1997 (10)                                                                                                         
|10.7.4  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated January 29, 1998 (10)                                                                                                         
|10.7.5  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated June 24, 1998 (11)                                                                                                            
|10.7.6  |  | Amendment to License Agreement with Titan Sports,
    Inc. dated February 11, 1999 (11)                                                                                                        
|10.8    |  | International License Agreement with Titan
    Sports, Inc. dated February 10, 1997 (9)                                                                                                        
|10.8.1  |  | Amendment to International License Agreement with
    Titan Sports, Inc. dated December 3, 1997 (10)                                                                                           
|10.8.2  |  | Amendment to International License Agreement with
    Titan Sports, Inc. dated January 29, 1998 (10)                                                                                           
|10.9    |  | Office Lease dated November 18, 1999 between
    the Company and Winco Maliview Partners (12)                                                                                                  
|10.10   |  | Term Note dated April 13, 2000 in the
    principal amount of $1,500,000 made by Jack Friedman payable to
    the order of the Company (13)                                                    
|10.11   |  | Installment Note dated April 26, 2000 in the
    principal amount of $1,500,000 made by Stephen Berman and Ana
    Berman payable to the order of the Company (14)                             
|10.12   |  | Deed of Trust dated April 26, 2000 made by
    Stephen Berman and Ana Berman in favor of First American Title
    Insurance Company, as Trustee (15)                                           
|10.13   |  | Lease dated as of November 21, 2000 between
    Grand Avenue Venture, LLC and JP Ferrero Parkway, Inc. (16)                                                                                    
|10.14   |  | Loan Agreement dated as of October 12, 2001
    among JAKKS, certain other Borrowers, the Lenders named therein
    and Bank of America, N.A., as Administrative Agent (17)                    
|10.15   |  | First Amendment to Loan Agreement and Consent and
    Waiver dated as of March 8, 2002 (18)                                                                                                    
|10.16   |  | Security Agreement (Borrowers) dated as of
    October 12, 2001 among JAKKS, certain other Grantors, Bank
    of America, as Administrative Agent, and the Lenders referred to
    therein (19)

73



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|        |  |                                                                                                                                                                                              
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                              
|Number  |  | Description                                                                                                                                                                                  
|        |  |                                                                                                                                                                                              
|10.17   |  | Trademark Security Agreement dated as of
    October 12, 2001 among JAKKS, certain other Grantors, Bank
    of America, as Administrative Agent, and the Lenders referred to
    therein (20)
|10.18   |  | Patent Security Agreement dated as of
    October 12, 2001 among JAKKS, certain other Grantors, Bank
    of America, as Administrative Agent, and the Lenders referred to
    therein (21)   
|10.19   |  | Pledge Agreement dated as of October 12,
    2001 among JAKKS, certain other Grantors, Bank of America, as
    Administrative Agent, and the Lenders referred to
    therein (22)            
|10.20   |  | Lock Box Agreement dated as of October 12,
    2001 among JAKKS, certain other Customers, Bank of America, as
    Administrative Agent, and the Lenders referred to
    therein (23)         
|10.21   |  | Guaranty dated as of October 12, 2001 among
    the Domestic Subsidiaries named therein, Bank of America, as
    Administrative Agent, and the Lenders referred to
    therein (24)          
|10.22   |  | Security Agreement dated as of October 12,
    2001 among the Grantors named therein, Bank of America, N.A., as
    Administrative Agent, and the Lenders referred to
    therein (25)       
|10.23   |  | Stock Purchase Agreement dated as of
    February 10, 2002 among JAKKS, Toymax and the Shareholders
    named therein (26)                                                                   
|10.24   |  | Agreement of Merger dated as of February 10,
    2002 among JAKKS, JP/TII Acquisition Corp. and Toymax (27)                                                                                  
|10.25   |  | Letter Agreement dated March 11, 2002 among
    Toymax, JAKKS and the selling stockholders named
    therein (28)                                                                            
|10.26   |  | Termination and Replacement of Manufacturing
    Agreement dated March 11, 2002 among Toymax, Toymax (H.K.)
    Limited, Jauntiway Investments Limited, et al. (29)                          
|10.27   |  | Termination of Agency Agreements and Stock
    Options dated March 11, 2002 among Tai Nam Industrial
    Company Limited, David Ki Kwan Chu, Frances Shuk Kuen Leung,
    Toymax, et al. (30)
|10.28   |  | Registration Rights Agreement dated as of
    March 11, 2002 among JAKKS, Best Phase Limited, Hargo
    (Barbados) Limited, Harvey Goldberg and Steven A.
    Lebensfeld (31)                
|10.29   |  | Termination of Employment Agreement dated
    March 11, 2002 among Steven Lebensfeld, Toymax and
    JAKKS (32)                                                                              
|10.30   |  | Employment Agreement dated as of March 11,
    2002 between JAKKS and Steven Lebensfeld (33)                                                                                                 
|10.31   |  | Termination of Employment Agreement dated
    March 11, 2002 among Harvey Goldberg, 1515037 Ontario Ltd.,
    Toymax and JAKKS (34)                                                          
|10.32   |  | Consulting Agreement dated as of March 11,
    2002 among JAKKS, 1515037 Ontario Ltd. and Harvey
    Goldberg (35)                                                                           
|10.33   |  | Form of Restricted Stock Agreement (36)                                                                                                                                                      
|14      |  | Code of Ethics (#)                                                                                                                                                                           
|21      |  | Subsidiaries of the Company (#)                                                                                                                                                              
|31.1    |  | Rule 13a-14(a)/15d-14(a) Certification of
    Jack Friedman (*)                                                                                                                              
|31.2    |  | Rule 13a-14(a)/15d-14(a) Certification of
    Joel Bennett (*)                                                                                                                               
|32.1    |  | Section 1350 Certification of Jack Friedman
    (#)                                                                                                                                          
|32.2    |  | Section 1350 Certification of Joel Bennett
    (#)                                                                                                                                           




|    |                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Appendix 2 of the
    Companys Schedule 14A Proxy Statement filed
    August 23, 2002.                                                                
|   
|(2) | Filed previously as an exhibit to the Companys
    Registration Statement on Form SB-2 (Reg.
    No. 333-2048-LA), effective May 1, 1996, and
    incorporated herein by reference.
|   
|(3) | Filed previously as an exhibit to the Companys
    Registration Statement on Form SB-2 (Reg.
    No. 333-22583), effective May 1, 1997, and
    incorporated herein by reference.  

74



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##### Table of Contents





|    |                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Filed previously as Appendix A to the Companys
    definitive Proxy Statement for its 1998 Annual Meeting of
    Stockholders, filed June 23, 1998, and incorporated herein
    by reference.
|   
|(5) | Filed previously as an exhibit to the Companys
    Registration Statement on Form S-8 (Reg. No. 333-90055), filed
    November 1, 1999, and incorporated herein by reference.                
|   
|(6) | Filed previously as exhibit 4.1 to the Companys
    Registration Statement on Form S-8 (Reg.
    No. 333-40392), filed June 29, 2000, and incorporated
    herein by reference.              
|   
|(7) | Incorporated by reference to Appendix B to the Companys
    Schedule 14A Proxy Statement, filed June 11, 2001.                                                                               
|   
|(8) | Filed previously as exhibit 4.1 to the Companys
    Registration Statement on Form S-8 (Reg.
    No. 333-101665), filed December 5, 2002, and
    incorporated herein by reference.          
|   
|(9) | Filed previously as an exhibit to the Companys Annual
    Report on Form 10-KSB for its fiscal year ended
    December 31, 1996, and incorporated herein by reference.                       



|     |                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed previously as an exhibit to the Companys Annual
    Report on Form 10-KSB for its fiscal year ended
    December 31, 1997, and incorporated herein by reference.                        
|    
|(11) | Filed previously as an exhibit to the Companys Quarterly
    Report on Form 10-Q for the quarter ended March 31, 1999,
    filed April 22, 1999, and incorporated herein by reference.        
|    
|(12) | Filed previously as an exhibit to the Companys Annual
    Report on Form 10-K for its fiscal year ended
    December 31, 1999, filed March 30, 2000, and
    incorporated herein by reference.
|    
|(13) | Incorporated by reference to exhibit 10.1 of the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2000, filed August 14, 2000.                                   
|    
|(14) | Incorporated by reference to exhibit 10.2 of the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2000, filed August 14, 2000.                                   
|    
|(15) | Incorporated by reference to exhibit 10.3 of the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2000, filed August 14, 2000.                                   
|    
|(16) | Incorporated by reference to exhibit 10.58 of the
    Companys Annual Report on Form 10-K for its fiscal
    year ended December 31, 2000, filed April 2, 2001.                               
|    
|(17) | Incorporated by reference to exhibit 15(A) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(18) | Incorporated by reference to exhibit 15(B) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(19) | Incorporated by reference to exhibit 15(C) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(20) | Incorporated by reference to exhibit 15(D) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(21) | Incorporated by reference to exhibit 15(E) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(22) | Incorporated by reference to exhibit 15(F) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(23) | Incorporated by reference to exhibit 15(G) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(24) | Incorporated by reference to exhibit 15(H) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     

75



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##### Table of Contents





|     |                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(25) | Incorporated by reference to exhibit 15(I) of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                     
|    
|(26) | Incorporated by reference to exhibit 1 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(27) | Incorporated by reference to exhibit 2 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(28) | Incorporated by reference to exhibit 3 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(29) | Incorporated by reference to exhibit 4 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(30) | Incorporated by reference to exhibit 5 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(31) | Incorporated by reference to exhibit 6 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(32) | Incorporated by reference to exhibit 7 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(33) | Incorporated by reference to exhibit 8 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc. filed March 20, 2002.                                         
|    
|(34) | Incorporated by reference to exhibit 9 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                         
|    
|(35) | Incorporated by reference to exhibit 10 of the
    Companys Statement on Schedule 13D relating to Toymax
    International, Inc, filed March 20, 2002.                                        
|    
|(36) | Filed previously as an exhibit to the Companys Annual
    Report on Form 10-K for its fiscal year ended
    December 31, 2002, filed March 31, 2003, and
    incorporated herein by reference.



|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(#) | Filed as an exhibit upon the initial filing of this Annual
    Report on Form 10-K, filed March 14, 2005.
|   
|(*) | Filed herewith.                                                                                          

76