8-K

UNITED STATES

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 of 1934

Date of Report (Date of earliest event reported): September 19, 2008

AVP, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

005-79737 (Commission file number) 98-0142664 (I.R.S. employer identification number)

6100 Center Drive, Suite 900, Los Angeles, California (Address of principal executive offices) 90045 (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.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2008, AVP, Inc. (the “Company”) announced that RJSM Partners, LLC (“RJSM”) agreed to make a $3.5 million investment (the “Transaction”) in the Company. RJSM funded $2.5 million of the investment as of September 9, 2008 and had agreed to fund the additional $1.0 million by no later than September 15, 2008. Due to market conditions, the Company and RJSM agreed to delay the second funding date to September 19, 2008. In addition, subject to certain limitations and exceptions, the Company also agreed to pay RJSM the amount of any tax liability incurred by RJSM in connection with the non-cash interest accrued under the promissory note issued by the Company to RJSM on September 9, 2008 as a part of the $2.5 million investment funded on such date. The attached press release describes the details of the second funding. Please see the Form 8-K filed with the Securities and Exchange Commission by the Company on September 11, 2008 for a discussion of the details of the Transaction, including the promissory note referenced above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press release, dated September 19, 2008.

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.
Date: September 22, 2008	By:	/s/ Jason Hodell
		Jason Hodell Chief Financial Officer, Chief Operating Officer

Exhibit Index

99.1 Press Release, dated September 19, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AVP, Inc. Announces Meyer Ventures LLC as

Strategic Co-Investor in Recent $3.5 Million Financing

LOS ANGELES, September 19, 2008 -- AVP, Inc. (OTC Bulletin Board: AVPI) (“the Company”), a lifestyle sports entertainment company focused on professional beach volleyball, announced today that an affiliate of Meyer Ventures LLC will be participating in RJSM Partners’ recent $3.5 million private placement investment in the Company which closed on September 4, 2008.

Meyer Ventures LLC is a venture capital firm affiliated with Ocean Road Advisors, Inc., an investment management company that directs the investment and related management activities of several leading New York City-based families, including those of Edward H. and Anthony E. Meyer. Edward H. Meyer is the past chairman and chief executive officer of Grey Global Group, one of the world’s largest advertising, marketing and communications services groups, from which he retired in 2006.  Anthony E. Meyer, president of Ocean Road Advisors, Inc., is responsible for its private equity and venture capital investment activities, which are conducted through Meyer Ventures LLC.

In connection with its investment in the Company, RJSM will be entitled to appoint two directors, one of which will be a nominee of Meyer Ventures LLC.

As previously announced by the Company, the new funds will be primarily used for working capital and the continued expansion of the Company’s lifestyle sports entertainment offerings in professional beach volleyball.

“We are excited to add Meyer Ventures LLC as a co-investor in this transaction. They are very strategic to AVP, and we look forward to their ongoing involvement with the Company.” said Nick Lewin, managing member of RJSM Partners, LLC.

“We are delighted that Ed Meyer and his family have become significant investors in AVP. We expected that RJSM would provide not only capital but strategic involvement, and we also look forward to working with the Meyers as AVP builds on its Olympic momentum,” said Leonard Armato, AVP chairman, CEO and commissioner.

Additional details on the transaction will be provided in an upcoming Form 8-K filing with the Securities and Exchange Commission.

About AVP, Inc.

AVP, Inc. is a leading lifestyle sports entertainment company focused on the production, marketing and distribution of professional beach volleyball events worldwide. One of the fastest growing entities in the sports world, the AVP operates two of the industry's most prominent national outdoor touring series, the AVP Pro Beach Volleyball Tour (1983) and the AVP Hot Winter Nights Indoor Tour (launched in 2008). The AVP is set to stage more than 35 events throughout the United States in 2008 and features more than 150 of the top men and women competitors in the sport. AVP athletes won both the women’s and men’s gold medals at the 2008 Games in Beijing, marking the first sweep of Olympic beach volleyball gold medals by a single country. AVP is headquartered in Los Angeles, Calif., and the company’s stock trades under the symbol AVPI on the OTC Bulletin Board. For more information, please visit www.avp.com.

Forward Looking Statements

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. We wish to caution you that these statements involve risks and uncertainties and actual results might differ materially from those in the forward-looking statements, if we receive less sponsorship and advertising revenue than anticipated, or if attendance is adversely affected by unfavorable weather. Event-related expenses, such as for the stadium, transportation and accommodations, or security might be greater than expected; or marketing or administrative costs might be increased by our hiring, not currently planned, of a particularly qualified prospect. Additional factors have been detailed in the Company’s filings with the Securities and Exchange Commission, including our recent filings on Forms 10-KSB and 10-QSB.

AVP, Inc.

Investor Relations

(310) 426-7177

Media Contact:

AVP / Brener Zwikel & Associates

Crystal Fukumoto

818.462.5605/Crystalf@bzapr.com

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