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): July 5, 2005

                                    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 5.02 - Departure of Directors or Principal Officers; Election of Directors,
Appointment of Principal Officers.

(b) On July 5, 2005, Mr. Andrew Reif resigned as a member of the Board of
Directors (the "Board") of AVP, Inc. (the "Company"), effective on such date.
There were no disagreements between Mr. Reif and the Company on any matter
relating to the Company's operations, policies or practices which resulted in
his resignation.

(d) On July 6, 2005, Roger L. Werner was appointed by the Board of the Company
to serve on the Board of the Company. Mr. Werner has not been appointed to serve
on any of the Board's committees. There are no arrangements or understanding
between Mr. Werner and any other persons pursuant to which Mr. Werner was
selected as a director. There have been no transactions since the beginning of
the Company's last fiscal year, or any currently proposed transaction, or series
of similar transactions, to which the Company was or is to be a party, in which
the amount involved exceeds $60,000 and in which Mr. Werner had, or will have, a
direct or indirect material interest.

<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.

                                            AVP, INC.

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

Dated:  July 6, 2005
{"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": "05942754"}, "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): July 5, 2005

                                    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 5.02 - Departure of Directors or Principal Officers; Election of Directors,
Appointment of Principal Officers.

(b) On July 5, 2005, Mr. Andrew Reif resigned as a member of the Board of
Directors (the "Board") of AVP, Inc. (the "Company"), effective on such date.
There were no disagreements between Mr. Reif and the Company on any matter
relating to the Company's operations, policies or practices which resulted in
his resignation.

(d) On July 6, 2005, Roger L. Werner was appointed by the Board of the Company
to serve on the Board of the Company. Mr. Werner has not been appointed to serve
on any of the Board's committees. There are no arrangements or understanding
between Mr. Werner and any other persons pursuant to which Mr. Werner was
selected as a director. There have been no transactions since the beginning of
the Company's last fiscal year, or any currently proposed transaction, or series
of similar transactions, to which the Company was or is to be a party, in which
the amount involved exceeds $60,000 and in which Mr. Werner had, or will have, a
direct or indirect material interest.
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.

                                            AVP, INC.

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

Dated:  July 6, 2005