SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act 1934

          Date of Report (Date of earliest event reported): May 4, 2006


                                    AVP, Inc.
                                    ---------
               (Exact name of registrant as specified in charter)


                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)


             005-79737                              98-0142664
             ---------                              ----------
      (Commission File Number)           (IRS Employer Identification No.)


      6100 Center Drive, Suite 900, Los Angeles, CA               90045
      ---------------------------------------------               -----
        (Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (310) 426-8000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01 - Entry into a Material Definitive Agreement.

      Pursuant to Securities Purchase Agreement dated May 4, 2006, the
registrant ("AVP") sold 2,941,180 shares of common stock and five-year warrants
to purchase 588,236 shares of common stock at price of $1.00 per share, to
accredited investors, for a total price $2,500,003.00. Oppenheimer & Co., Inc.
acted as the placement agent and in addition to its commission, received a
warrant to purchase 282,353 shares of common stock on substantially the same
terms as the warrants sold to investors. The sale of the securities is exempt
from registration pursuant under Securities Act section 4(2), due to the limited
number of investors, all of which are accredited. The Securities Purchase
Agreement requires AVP to file a re-sale registration statement within 30 days
from closing and gives the investors rights of first negotiation regarding
future issuances of common stock, subject to exceptions.

Item 3.02 - Unregistered Sales of Equity Securities.

      See Item 1.01.
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: 4, May 2006              AVP, INC.


                                By: /s/ Andrew Reif
                                    --------------------------------
                                    Name:  Andrew Reif
                                    Title: Chief Operating Officer
{"company-data": {"conformed-name": "AVP INC", "cik": "0000930817", "assigned-sic": "7997", "irs-number": "980142664", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26454", "film-number": "06810476"}, "business-address": {"street1": "6100 CENTER DRIVE", "street2": "SUITE 900", "city": "LOS ANGELES", "state": "CA", "zip": "90045", "phone": "310-426-8000"}, "mail-address": {"street1": "6100 CENTER DRIVE", "street2": "SUITE 900", "city": "LOS ANGELES", "state": "CA", "zip": "90045"}, "former-company": [{"former-conformed-name": "OTHNET INC", "date-changed": "20010502"}, {"former-conformed-name": "PL BRANDS INC", "date-changed": "19941003"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act 1934

          Date of Report (Date of earliest event reported): May 4, 2006

                                    AVP, Inc.
                                    ---------
               (Exact name of registrant as specified in charter)

                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)

             005-79737                              98-0142664
             ---------                              ----------
      (Commission File Number)           (IRS Employer Identification No.)

      6100 Center Drive, Suite 900, Los Angeles, CA               90045
      ---------------------------------------------               -----
        (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (310) 426-8000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 - Entry into a Material Definitive Agreement.

      Pursuant to Securities Purchase Agreement dated May 4, 2006, the
registrant ("AVP") sold 2,941,180 shares of common stock and five-year warrants
to purchase 588,236 shares of common stock at price of $1.00 per share, to
accredited investors, for a total price $2,500,003.00. Oppenheimer & Co., Inc.
acted as the placement agent and in addition to its commission, received a
warrant to purchase 282,353 shares of common stock on substantially the same
terms as the warrants sold to investors. The sale of the securities is exempt
from registration pursuant under Securities Act section 4(2), due to the limited
number of investors, all of which are accredited. The Securities Purchase
Agreement requires AVP to file a re-sale registration statement within 30 days
from closing and gives the investors rights of first negotiation regarding
future issuances of common stock, subject to exceptions.

Item 3.02 - Unregistered Sales of Equity Securities.

      See Item 1.01.
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: 4, May 2006              AVP, INC.

                                By: /s/ Andrew Reif
                                    --------------------------------
                                    Name:  Andrew Reif
                                    Title: Chief Operating Officer