August 16, 2005

Leonard Armato
Chief Executive Officer
AVP, Inc.
6100 Center Drive, Suite 900
Los Angeles, CA 90045

Re:	AVP, Inc.
 	Amendment No. 2 to Registration Statement on Form SB-2
 	File No. 333-124084
	Filed July 27, 2005

Dear Mr. Armato:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to prior comment number 1.  Your analysis
leaves doubt as to the availability of the exemption you are
relying
on.  You should amend your registration statement to provide
appropriate disclosure in the risk factors section, and elsewhere
as
appropriate, regarding the possible lack of availability of an
exemption from registration and the attendant consequences to the
company and investors.  Also revise your disclosure in Part II,
Item
26, to clarify that the Rule 504 safe harbor is not available.

2. We note your response to prior comment 3 regarding your
meetings
with analysts.  Please send us the audio and, if available, video
recordings of these analyst meetings.

Prospectus Summary
Shares being offered for resale, page 3

3. You appear to be offering for resale 114,248,948 shares of
common
stock through this prospectus, yet the number of shares itemized
in
this section totals only 105,763,213.  Please revise to account
for
the discrepancy.

MD&A, page 18

4. We note you have recently located and filed your production and
distribution agreements with Fox, NBC and OLN.  We will issue
comments under separate cover addressing your confidential
treatment
requests with respect to these agreements.

Revenue and Expense Recognition, page 20

5. As discussed on the August 3, 2005 conference call, please
remove
any reference to revenues being billed or collected prior to the
events.

Liquidity and Capital Resources, page 24

6. The payment structure of your arrangements with sponsors is
critical to your cash flow.  As such, please expand your liquidity
discussion for the 2005 fiscal year to disclose cash receipts to
date
from these arrangements as well as the timing of expected future
cash
receipts from these contracts in a tabular format.  Additionally,
you
should also provide details of the timing of expected cash
payments
throughout the year.

Selling Stockholders, page 37

7. We reissue prior comment 17 with regard to Highbridge
International LLC.  Where the selling securityholder is a broker-
dealer, disclose that that seller is an underwriter.  Where the
selling securityholder is an affiliate of a broker-dealer,
disclose
whether to the best of your knowledge these entities purchased the
securities in the ordinary course of business and, if at the time
of
the purchase of the securities to be resold, the selling
securityholder had any agreements or understandings, directly or
indirectly, with any person to distribute the securities.  If you
are
unable to make these assertions for any selling securityholder
identified as an affiliate of broker-dealers, then you must
identify
the seller as an underwriter.


Balance Sheet, page F-3

8. You are recording both receivables and deferred revenues when
you
bill your customers in advance.  This practice appears to be
inconsistent with GAAP and grosses up the balance sheet.  As such,
please revise your filing, to reverse these transactions, or
provide
us with specific accounting literature supporting your approach.

Statement of Changes in Stockholders Equity (deficiency) page F-5

9. We note your response to our prior comment #22.  However, we
reissue our prior comment.  The historical consolidated statement
of
equity of AVP should be retroactively restated (a
recapitalization)
for the equivalent number of shares received in the merger after
giving effect to any differences in par value of the issuer`s and
acquirer`s stock with an offset to paid in capital.  As such, your
statement of changes in stockholders deficiency should reflect the
equity securities received by the accounting acquirer (AVP), from
the
accounting acquiree (Othnet), as if they had been outstanding
since
the inception of AVP and rolled forward to the beginning balance
based on the ratio of shares issued to shares acquired.  Further,
the
outstanding shares of Othnet at the date of acquisition should be
reflected as an issuance on the date the reverse merger
transaction
occurred.  Accordingly, please ensure that any changes made to the
consolidated statement of equity are reflected in your earnings
per
share calculation, as necessary (i.e. changes to the number of
shares
outstanding).

Subsequent Event, page F-7

10. Please refer to the discussion of potential control by holders
of
Series B convertible preferred stock on page 7 of the marked copy
of
the proxy.  You state that the holders of these shares have agreed
and given irrevocable proxies to vote their stock in favor of the
amendment so its adoption is assured.  If true, please clarify
this
fact in your footnotes.  Our concern is that, if additional common
shares were not authorized, holders of Series B convertible
preferred
stock would have the right to sell their shares back to AVP at
$3.5
million.  In addition, Series A shares could not be converted to
common shares.  Accordingly, if authorization of sufficient shares
is
not virtually assured, your financial statements may require
revision
to reflect the potential impact of these contingencies.  Please
revise or advise.

11. Reference is made to page 5.  We note that you are subject to
a
monthly penalty if your registration statement does not become
effective by June 28, 2005.  In your updated financial statements,
please disclose the terms of the penalty and discuss its actual
and
anticipated impact upon your financial statements.



Pro-forma Net Loss per Common Share, page F-14

12. We note your response to our prior comment #25.  However, we
reissue our prior comment.  Please disclose your calculation of
weighted average shares.  Your calculation should individually
disclose the number of outstanding options, warrants and shares
issuable upon conversion of outstanding convertible debt or
preferred
stock, that could potentially dilute basic earnings per share in
the
future, but that were not included in the computation of diluted
earnings per share for the periods presented in your financial
statements because their impact was anti-dilutive for the periods
presented in your financial statements. Refer to the requirements
of
paragraph 40 of SFAS No.128.

Transaction With DMC, page F-22

13. A reorganization of entities under common control should be
accounted for in a manner similar to a pooling.  The financial
statements of the separate combining enterprises for the period of
combination and for prior years presented should generally be
restated on a combined basis.  You state, in Note 1, that the
financial statements have been prepared including the net assets
and
results of operations of DMC "from the transaction date."  Please
revise to present your financial statements on a combined basis
for
all periods presented or advise.  In this regard, please note that
we
assume the two entities were under common control for all periods
for
which financial statements have been presented.  We would not
expect
the financial statements to be combined for periods prior to the
date
that common control was established.

Other

14. The financial statements should be updated, as necessary, to
comply with Rule 310 (g) of Regulation S-B.

15. In accordance with updating the financials, please provide a
currently dated signed consent from the independent public
accountant
in the amendment.

Exhibits

16. Include your legality opinion, once you are able to file a
clean
opinion, and any other outstanding exhibits with your next
amendment.

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Juan Migone at (202) 551-3312 or Margery
Reich
at (202) 551-3347 if you have questions regarding comments on the
financial statements and related matters.   Please contact Mathew
C.
Bazley at (202) 551-3382, or me, at (202) 551-3348 with questions.

Sincerely,


									Max A. Webb
									Assistant Director


cc:	Via Facsimile: (212) 214-0686
      David C. Fischer
      Loeb & Loeb LLP
      345 Park Avenue
      New York, NY 10154

AVP, Inc.
Page 1



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