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): February 21, 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))


                                       1


Item 1.01 - Entry into a Material Definitive Agreement.

      On February 21, 2006, the registrant,  AVP, Inc. (the "Company"),  entered
into a binding term sheet with National Sports Programming ("Fox"), a beneficial
owner of more than 5% of the common stock of the Company,  pursuant to which Fox
will produce and distribute one AVP tournament final on May 20, 2006 and one AVP
tournament  final on June 17, 2006. As  consideration  for Fox's  production and
distribution  services,  the  Company  will issue to Fox  666,667  shares of the
Company's common stock, par value $0.001 per share.

Item 3.02 - Unregistered Sales of Equity Securities.

      See Item 1.01.

Item 9.01 - Financial Statements and Exhibits.

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

      99.1           Fox Term Sheet

      99.2           Press Release


                                       2


                                   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: February 24, 2006


                                       3


                                  EXHIBIT INDEX

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

99.1           Fox Term Sheet

99.2           Press Release


                                       4

EX-99.1

EX-99.2

                                     [LOGO]

FOR IMMEDIATE RELEASE

Contact:
Kimberly Moran                            Amy Cozamanis
Brener Zwikel & Associates, Inc.          Financial Relations Board
(818) 344-6195 ext. 121                   (310) 854-8314
kimberlym@bzapr.com                       acozamanis@financialrelationsboard.com


                      AVP ANNOUNCES FIRST LIVE BROADCAST OF
                               TOUR EVENTS ON FOX

   ~ FOX Sports increases equity ownership in AVP Pro Beach Volleyball Tour ~

LOS ANGELES - February 21, 2006 - AVP Pro Beach  Volleyball Tour, Inc., a wholly
owned subsidiary of AVP, Inc. (OTC:  AVPI.OB),  a lifestyle sports entertainment
company focused on professional  beach  volleyball  announced today that the FOX
Sports will nationally broadcast live two event finals on the 2006 AVP Tour.

FOX Sports will air both the men's  finals of the Santa  Barbara  Open on May 20
(4:30-6  p.m.  ET) and the  women's  finals  of the  Sacramento  Open on June 17
(4:30-6 p.m. ET). FOX's Major League Baseball  coverage,  which historically has
generated healthy ratings, will precede each broadcast.  FOX Sports has a strong
sports  programming  line-up including  coverage of the National Football League
(NFL),  NASCAR  and  the  college  football's  Bowl  Championship  Series  (BCS)
beginning in January 2007. As a part of the deal, FOX Sports will contribute the
time and production of the event and will receive  additional equity in AVP. FOX
first  became a strategic  investor in the Company in September  2003 and,  with
this additional  equity,  will own approximately 18% of AVP's outstanding common
stock.

The AVP Tour will  continue  to receive  coverage on NBC and FSN. In addition to
the two live events on FOX,  four events will be  broadcast on NBC and 10 events
will be broadcast on FSN, which will also  re-broadcast the tournaments shown on
both NBC and FOX.

"We are thrilled that the FOX Sports has included AVP in its impressive  line-up
of sports  coverage  and  continues  to support  the  Company  as a  significant
shareholder,"  said Leonard Armato,  CEO and Tour  Commissioner.  "FOX Sports is
well respected in its national  coverage of the NFL,  Major League  Baseball and
NASCAR,  and we  believe  that  being  part  of  their  coverage  showcases  the
popularity of AVP as an established sports property.  We are also excited at the
prospect of following  two Major  League  Baseball  games,  which we hope we can
parlay into new  viewership  for AVP.  The AVP Tour is very  excited to become a
part of the FOX Sports family this year and we hope that this  relationship will
only continue to blossom."


"We are very  excited to showcase  two of the AVP's  premier  events,"  said FOX
Sports President Ed Goren. "Its fan base and popularity have grown  tremendously
since our  initial  involvement  and the  addition of the AVP Tour Finals to FOX
Sports is a wonderful complement to our championship programming."

About the AVP Pro Beach Volleyball Tour, Inc.

AVP Pro Beach Volleyball Tour, Inc. is a leading lifestyle sports  entertainment
company  focused on the production,  marketing and  distribution of professional
beach volleyball  events  worldwide.  AVP operates the industry's most prominent
national touring series,  the AVP Pro Beach Volleyball Tour, which was organized
in 1983.  Featuring more than 150 of the top American men and women  competitors
in the sport, AVP staged 14 events throughout the United States in 2005 and will
increase  the  Tour  stops  to  16  events  for  2006.  In  2004,  AVP  athletes
successfully  represented  the  United  States  during the  Olympics  in Athens,
Greece,  winning gold and bronze  medals,  the first medals won by U.S. women in
professional beach volleyball. For more information, please visit www.avp.com.

Since  1994,  FOX Sports has earned over 63 Emmy  Awards for  excellence  in the
presentation of the biggest  sporting events on television,  more than any other
network  during the same stretch of time.  FOX Sports is the  exclusive  network
broadcast  rights  holder  for Major  League  Baseball,  the  exclusive  network
broadcaster of NFC regular-season  National Football League games, the broadcast
television  home to the  first-half  of NASCAR  NEXTEL Cup racing,  and the main
rightsholder to college football's Bowl Championship Series (BCS) which includes
the Fiesta Bowl, Sugar Bowl, Orange Bowl and the BCS National Championship Game,
beginning in January 2007.

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