8-K

                       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): January 6, 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))


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Item 1.01 - Entry into a Material Definitive Agreement.

      On  January  6,  2006,  Anschutz  Entertainment  Group,  Inc.  ("AEG"),  a
beneficial  owner of more than 5% of the  Common  Stock of the  registrant  (the
"Company"),  delivered  to  the  Company  a  signed  Conversion  Agreement  (the
"Conversion Agreement"),  pursuant to which AEG agreed to convert the $1,095,833
principal of and interest accrued on a Company  convertible  promissory note and
an additional  $92,500 obligation of the Company to AEG into 1,129,261 shares of
Company Common Stock. The conversion satisfied all of the Company's  obligations
under the agreements  pursuant to which the  convertible  note was issued,  and,
pursuant to a companion  Release and Termination  Agreement,  AEG filed
terminations of its security interests securing payment of the obligations.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01.


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Item 9.01 - Financial Statements and Exhibits.

Exhibit No.    Description
- -----------    -----------

99.1           Conversion Agreement

99.2           Release and Termination Agreement


                                       3


                                   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: January 13, 2006


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                                  EXHIBIT INDEX

Exhibit No.    Description
- -----------    -----------

99.1           Conversion Agreement

99.2           Release and Termination Agreement


                                       5

EX-99.1