-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KSb3aTVvBWtpnttOnbCtb5EdioOHMB5sVsS/Ees3xuQn/R4YTfkIfzFYFj/71LZy kZJtGSNHR0/jNVPpa/fIuQ== 0001144204-05-008403.txt : 20050322 0001144204-05-008403.hdr.sgml : 20050322 20050322171003 ACCESSION NUMBER: 0001144204-05-008403 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050131 FILED AS OF DATE: 20050322 DATE AS OF CHANGE: 20050322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OTHNET INC CENTRAL INDEX KEY: 0000930817 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 980142664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26454 FILM NUMBER: 05697317 BUSINESS ADDRESS: STREET 1: FIRST NATIONAL BANK BUILDING STREET 2: 332 MINNESOTA ST STE 100 NORTH CITY: ST PAUL STATE: MN ZIP: 55101 BUSINESS PHONE: 6512912993 MAIL ADDRESS: STREET 1: FIRST NATIONAL BANK BUILDING STREET 2: 332 MINNESOTA ST STE 100 NORTH CITY: ST PAUL STATE: MN ZIP: 55101 FORMER COMPANY: FORMER CONFORMED NAME: PL BRANDS INC DATE OF NAME CHANGE: 19941003 10QSB 1 v014786_10qsb.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-26454 AVP, INC. (Exact name of Small Business Issuer as Specified in its Charter) Delaware 98-0142664 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 6100 Center Drive, Suite 900 Los Angeles, California 90045 (Address of Principal Executive Offices) (310) 426-8000 (Issuer's Telephone Number, including Area Code) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that 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 [ ] State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: Common Stock, $.001 par value per share: 22,514,742 outstanding as of March 21, 2005. PART I. FINANCIAL INFORMATION Item 1. Financial Statements AVP, INC. f/k/a OTHNET, INC. Index to Financial Information Period Ended January 31, 2005 Page Item 1 - Financial Statements 2 Unaudited Consolidated Balance Sheet 3 Unaudited Consolidated Statements of Expenses 4 Unaudited Statements of Cash Flows 5 Unaudited Notes to Financial Statements 6 Item 2 - Management's Discussion and Analysis or Plan of Operation 8 Item 3 - Controls and Procedures 10 2 AVP, INC. f\k\a OTHNET, INC. CONSOLIDATED BALANCE SHEET January 31, 2005 (unaudited) ASSETS Current Assets Cash $ 4,217 Notes receivable from related party 2,118,880 ------------ Total Assets $ 2,123,097 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable $ 303,638 Accounts payable to related parties 106,002 Accrued expenses 269,332 Notes payable, net of $561,069 unamortized discount 1,828,921 Miscellaneous payables 10,276 ------------ Total Current Liabilities 2,518,169 ------------ Stockholders' Equity Preferred stock, $.001 par, 2,000,000 shares authorized, none issued and outstanding Common stock, $.001 par value, 40,000,000 shares authorized, 22,514,279 issued and outstanding 22,514 Additional paid in capital 15,147,154 Accumulated other comprehensive income 62,906 Retained deficit (15,627,646) ------------ Total Stockholders' Deficit (395,072) ------------ Total Liabilities and Stockholders' Deficit $ 2,123,097 ============ 3 AVP, INC. f\k\a OTHNET, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Three and Nine Months Ended January 31, 2005 and 2004 (unaudited)
Three Months Nine Months Ended January 31, Ended January 31, 2005 2004 2005 2004 ------------ ------------ ------------ ------------ General & Administrative $ 68,225 $ 41,507 $ 458,856 $ 112,263 ------------ ------------ ------------ ------------ Loss from operations (68,225) (41,507) (458,856) (112,263) Other Income (Expense) Debt forgiveness -- -- 36,764 -- Interest income 50,412 -- 118,855 -- Interest expense (479,904) -- (1,112,135) -- ------------ ------------ ------------ ------------ Net Loss (497,717) (41,507) (1,415,372) (112,263) Other Comprehensive Income (Loss) Foreign currency translation adjustment (31) 18 (174) (131 ------------ ------------ ------------ ------------ Net Comprehensive Loss $ (497,748) $ (41,489) $ (1,415,546) $ (112,394) ============ ============ ============ ============ Basic and diluted income (loss) per share $ (.02) $ (.00) $ (.07) $ (.01) Weighted average common shares outstanding 22,514,279 17,297,613 19,724,279 17,275,390
4 AVP, INC. f\k\a OTHNET, INC. STATEMENTS OF CASH FLOWS Nine Months Ended January 31, 2005 and 2004 (unaudited)
2005 2004 ------------ ------------ Cash Flows From Operating Activities Net loss $ (1,415,372) $ (112,263) Adjustments to reconcile net loss to net cash used in operating activities: Debt forgiveness (36,764) -- Amortization of discount on notes payable and beneficial conversion feature 969,054 -- Changes in: Accounts payable 56,910 16,387 Accrued expenses 170,582 49,750 Interest receivable (118,880) 3,640 ------------ ------------ Net Cash Used In Operating Activities (374,470) (42,486) ------------ ------------ Cash Flows From Investing Activities Loans to AVP (2,000,000) -- ------------ ------------ Net Cash Used In Investing Activities (2,000,000) -- ------------ ------------ Cash Flows From Financing Activities Advances from related parties -- 6,675 Proceeds from notes payable 2,360,000 67,243 Stock issued with Note Payable -- 18,000 Warrants issued with Note Payable -- 14,757 ------------ ------------ Net Cash Provided by Financing Activities 2,360,000 106,675 ------------ ------------ Effect of exchange rate changes on cash (174) (131) ------------ ------------ NET CHANGE IN CASH (14,644) 64,058 Cash balance, beginning 18,861 733 ------------ ------------ Cash balance, ending $ 4,217 $ 64,791 ============ ============ SUPPLEMENTAL DISCLOSURES Debt forgiveness from related party $ 11,750 $ -- Relative fair value of warrants discount 1,266,071 -- Beneficial conversion feature discount 264,062 -- Stock issued for debt 137,600 -- Cash paid for interest 3,750 --
5 AVP, INC. f\k\a OTHNET, INC. NOTES TO FINANCIAL STATEMENTS (unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of AVP, Inc. f\k\a Othnet, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in AVP, Inc's latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2004, as reported in the Form 10-KSB as previously filed with the SEC, have been omitted. NOTE 2 - AGREEMENTS Notes Receivable On June 29, 2004, AVP, Inc. signed an agreement to merge with Association of Volleyball Professionals, Inc. ("AVP"). The agreement is contingent upon certain financing agreements in which AVP, Inc. loans AVP $2,000,000 of an original total offering of $2,300,000. Additionally, AVP, Inc. is obligated to raise another $2,000,000 to $4,000,000 subsequent to the original offering. As of January 31, 2005, AVP, Inc. has loaned AVP a total of $2,000,000 in 10% convertible notes. The notes mature on June 3, 2005, may be converted to common stock at $.56 per share and have no collateral. Notes Payable In association with this financing agreement, AVP, Inc. issued $2,360,000 in 10% convertible notes to investors. Each note was issued with two shares of common stock and warrants to buy two shares of common stock for every dollar in principal, which resulted in the issuance of 4,720,000 shares of common stock and warrants to buy 4,720,000 shares of common stock. The warrants have an exercise price of $.21 per share, and expire in two years. The notes mature on June 3, 2005, and are convertible at the holder's option at any time at the lesser of $.56 per share, or 85% of the selling price of the AVP, Inc. 's common stock per share (or comparable conversion price in the event another convertible security is sold) in the AVP, Inc.'s next round of financing. The notes were discounted by $1,530,123 for the relative fair value of the common stock and warrants issued, as well as their beneficial conversion feature. The discount is amortized over the life of the note as interest expense. As of January 31, 2005, $969,054 of the discount has been amortized. A summary is as follows: Previous notes payable balance $ 30,000 Amount of proceeds received 2,360,000 Amount of discount (1,530,123) Amount of discount amortized to January 31, 2005 969,054 ----------- Balance at January 31, 2005 $ 1,828,921 =========== 6 NOTE 3 - DEBT RELEASE AVP, Inc. had total debt forgiveness of $48,514 for the nine months ended January 31, 2005. $36,764 was forgiven by unrelated parties, and classified as other income. $11,750 was forgiven by related parties, and adjusted to additional paid in capital. NOTE 4 - SUBSEQUENT EVENTS On February 28, 2005, the registrant, AVP, Inc., amended and consummated its Agreement and Plan of Merger dated as of June 29, 2004 (the "Merger Agreement") among the registrant, Othnet Merger Sub, a wholly owned subsidiary of the registrant, and AVP. As a result of the merger, the registrant issued to AVP stockholders a total of 631,253 shares of AVP, Inc. Series A Preferred Stock, which will be converted automatically into the registrant's common stock upon authorization of a sufficient amount of common stock, at a rate of 243 shares of common stock for each share of Series A Preferred Stock. In connection with the merger, AVP changed its name to AVP Pro Beach Volleyball Tour, Inc. and the registrant changed its name from Othnet, Inc. to its current name. In addition, holders of approximately $2,000,000 principal amount of the 10% convertible notes converted the notes, and the registrant consummated a $5,000,000 Series B Preferred Stock financing. 7 Item 2. Management's Discussion and Analysis or Plan of Operation. The following discussion of the Company's financial condition and results of operations is based on the Company's Financial Statements and the related notes thereto. Forward-Looking Statements This Form 10-QSB contains certain forward-looking statements and information relating to the Company that are based on the beliefs and assumptions made by the Company's management as well as information currently available to the management. When used in this document, the words "anticipate", "believe", "estimate", and "expect" and similar expressions, are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are discussed under the caption "Uncertainties and Risk Factors" in Part I, Item 1 "Description of Business" of the Company's Annual Report on Form 10-KSB for the year ended April 30, 2004. Except as required by the Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-QSB or for any other reason. Background AVP, Inc. was originally incorporated under the name Malone Road Investments, Ltd., on August 6, 1990 in the Isle of Man. The corporation was redomesticated in the Turks and Caicos Islands in 1992, and subsequently domesticated as a Delaware corporation in 1994. Pursuant to Delaware law, the corporation is deemed to have been incorporated in Delaware as of the date of its formation in the Isle of Man. The company changed its name to PL Brands, Inc. in 1994; changed its name to Othnet, Inc. in March 2001; and changed its name to the current one on March 9, 2005. For convenience, we will use the name "Othnet" or the "Company" to refer to the registrant through the date of change to its current name. Results of Operations The Company reported no revenue from operations for the three and nine months ended January 31, 2005 and January 31, 2004. There were operating expenses for the three and nine months ended January 31, 2005 of $68,000 and $459,000, respectively, compared to operating expenses of $42,000 and $112,000, respectively, for the three and nine months ended January 31, 2004. Such operating expenses for the three and nine months ended January 31, 2005 and January 31, 2004 were comprised of general and administrative expenses. During the three and nine months ended January 31, 2005, the Company had interest income of $50,000 and $119,000, compared to no interest income for the three and nine months ended January 31, 2004. The Company also had other income for the nine months ended January 31, 2005 comprised of debt forgiveness of $37,000 which occurred in the quarter ended July 31, 2004. There was no comparable debt forgiveness for the three and nine months ended January 31, 2004. In addition, the Company had interest expense of $480,000 and $1,112,000 for the three and nine months ended January 31, 2005 due to the Bridge Financing (see below) raised in the nine months ended January 31, 2005. There was no comparable interest expense for the three and nine months ended January 31, 2004. 8 The Company had a net comprehensive loss of $498,000 and $1,415,000 for the three and nine months ended January 31, 2005 compared to a net comprehensive loss of $41,000 and $112,000 for the three and nine months ended January 31, 2004. The change in net loss is primarily due to the increases in operating expenses and interest expense, partially offset by the other income items, all as described above. Liquidity and Capital Resources On January 31, 2005, the Company had cash of $4,000 and a working capital deficit of $395,000. Since 2002, the Company has had no business operations other than to locate and consummate a merger or acquisition with a private entity. In December 2003, the Company entered into a letter of intent with Pro Sports & Entertainment, Inc., a California corporation ("Pro Sports"), to acquire all of the outstanding capital stock of Pro Sports in exchange for which the shareholders of Pro Sports would receive shares of capital stock of the Company. In April 2004, the Company and Pro Sports ceased their negotiations in connection with such proposed transaction. Subsequent to the end of fiscal 2004, on June 29, 2004, the Company signed a Merger Agreement (the "Merger Agreement") with AVP Pro Beach Volleyball Tour, Inc., f/k/a Association of Volleyball Professionals, Inc., a Delaware corporation ("AVP"), pursuant to which at closing AVP would merge into Othnet Merger Sub, Inc. (a wholly owned subsidiary of Othnet formed for the purpose of such transaction) ("Othnet Merger Sub"), the result of which AVP would become a wholly owned subsidiary of the Company and the operations of AVP would become the operations of the Company with AVP's stockholders owning a majority of the Company's stock (the "Merger"). The completion of the Merger was subject to a number of conditions including, but not limited to, the raising of certain financing. See "Recent Developments" below for information on the completion of the Merger and the raising of private financing. Recent Developments On February 28, 2005, Othnet Merger Sub and AVP consummated the Merger as a result of which AVP became the Company's wholly owned subsidiary, and the Company issued to AVP stockholders Othnet Series A Convertible Preferred Stock, which will be converted automatically into Othnet common stock upon authorization of a sufficient amount of common stock. As a result of the Merger, the Company changed its name to AVP, Inc. on March 9, 2005. As required by the Merger Agreement, in the second half of 2004, the Company issued $2.36 million principal amount of 10% convertible notes and lent $2,000,000 of the proceeds of the notes to AVP (the notes were issued in units that included common stock and common stock purchase warrants). It was a condition to the closing of the Merger, among other things, that at least $2,000,000 principal amount of the notes (and accrued interest) were converted into Othnet Series A Preferred Stock. Another condition was the closing of a $5,000,000 private placement of units of Othnet Series B Convertible Preferred Stock and common stock purchase warrants, which occurred concurrently with the Merger closing. Each share of Series A Preferred Stock and Series B Preferred Stock is convertible into 243 shares of common stock and carries the number of votes that equals the number of shares into which it is convertible, except that, until the authorization of additional shares of common stock, the Series B Preferred Stock will carry ten times the vote per share that it otherwise would carry. Upon consummation of the Merger and the private offering, AVP's former stockholders (including holders of stock options and stock purchase warrants) beneficially owned 61.2% of all Company common stock beneficially owned by all beneficial owners of Company capital stock. 9 Pursuant to the Merger Agreement, the Company's sole officer and director resigned his officer positions and elected AVP's designees as executive officers. The director also elected AVP's designees, effective March 25, 2005, following filing and distribution of a statement pursuant to Exchange Act Rule 14f-1. The Company's pre-merger director will continue to serve on the board for at least two years. AVP owns and operates every significant beach volleyball event in the United States, and the AVP Tour is the sole internationally recognized U.S. professional beach volleyball tour. Almost all of the top U.S. men's and women's beach volleyball professionals, including the women's gold and bronze medalists in the 2004 Olympic Games, compete in AVP's matches. AVP's business includes establishing and managing tournaments; sponsorship sales and sales of broadcast, licensing, and trademark rights; sales of food, beverage, and merchandise at the tournaments; contracting with players in the tour; and associated activities. AVP produced 12 men's and 12 women's professional beach volleyball tournaments throughout the United States in 2004. AVP has more than 125 of the top professional players under exclusive contracts, as well as a sizable and growing base of spectators and television viewers that represents an attractive audience for national, regional, and local sponsors. AVP believes that beach volleyball has potential for continuing growth, because of its popularity with a demographic group considered highly desirable by advertisers--educated, affluent, 18 to 34 year-old, consumers. Moreover, beach volleyball enjoys significant popularity in the United States and worldwide and is one of the most popular sports at the Summer Olympics. Off-Balance Sheet Arrangements As part of its ongoing business, the Company does not participate in transactions with unconsolidated entities such as special purpose entities or structured finance entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other limited purposes. Item 3. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The Company's Chief Executive Officer and Principal Financial Officer have reviewed the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon this review, such officers believe that the Company's disclosure controls and procedures are effective in timely alerting them to material information required to be included in this report. There have been no significant changes in internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Changes in Internal Controls Over Financial Reporting In connection with the evaluation of the Company's internal controls during the Company's three months ended January 31, 2005, the Company's Principal Executive Officer and Principal Financial Officer have determined that there are no changes to the Company's internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, the Company's internal controls over financial reporting. 10 PART II. OTHER INFORMATION Items 1-5. None. Item 6. Exhibits. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act) 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act) 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) 11 SIGNATURES Pursuant to the requirements of the Section 13 or 15 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 on the 22nd day of March, 2005. AVP, INC. By: /s/ Andrew Reif ----------------------------------- Andrew Reif Chief Operating Officer and Principal Financial Officer 12 EX-31.1 2 v014786_ex31-1.txt EXHIBIT 31.1 CERTIFICATION I, Leonard Armato, Chief Executive Officer (Principal Executive Officer) of AVP, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of AVP, Inc. Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a. designed such disclosure controls and procedures to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting. 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a. all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls. Date: March 22, 2005 By: /s/ Leonard Armato ----------------------------------- Leonard Armato Chief Executive Officer (Principal Executive Officer) EX-31.2 3 v014786_ex31-2.txt EXHIBIT 31.2 CERTIFICATION I, Andrew Reif, Chief Operating Officer (Principal Financial Officer) of AVP, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of AVP, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a. designed such disclosure controls and procedures to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c. disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting. 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a. all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls. Date: March 22, 2005 By: /s/ Andrew Reif ----------------------------------- Andrew Reif Chief Operating Officer (Principal Financial Officer) EX-32 4 v014786_ex32.txt Exhibit 32 CERTIFICATIONS Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of AVP, Inc. ("AVP") does hereby certify, to such officer's knowledge, that AVP's Quarterly Report on Form 10-QSB for the quarter ended January 31, 2005 fully complies, in all material respects, with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in such report fairly presents, in all material respects, AVP's financial condition and results of operations. Dated: March 22, 2005 By: /s/ Leonard Armato ------------------------------------- Leonard Armato, Chairman and Chief Executive Officer By: /s/ Andrew Reif ------------------------------------- Andrew Reif, Chief Operating Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----