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))


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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


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                                   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


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                                  EXHIBIT INDEX

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

99.1           Fox Term Sheet

99.2           Press Release


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