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 1934

Date of Report (Date of earliest event reported): November 13, 2008

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.Results of Operations and Financial Condition.

On November 13, 2008, AVP, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference.

The information, including the exhibit attached hereto, in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
	Exhibit No.	Description
	99.1	Press Release, dated November 13, 2008

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/ Jason Hodell

Name: Jason Hodell

Title: Chief Financial Officer

Dated: November 13, 2008

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated November 13, 2008

EX-99.1

FOR IMMEDIATE RELEASE

AVP, Inc. Announces 2008

Third Quarter Financial Results

LOS ANGELES, November 13, 2008 -- AVP, Inc. (OTC Bulletin Board: AVPI), a lifestyle sports entertainment company focused on professional beach volleyball, today announced financial results for its 2008 third quarter ended September 30, 2008.

Third Quarter 2008 Highlights:

· AVP CROCS TOUR - Successfully completed the 25^th season of AVP Inc.’s flagship property, the AVP Crocs Tour. The summer-long tour season brings the world’s best beach volleyball competition and entertainment to each of the 18 tour stops. The tour in Q3 featured both the men’s and women’s 2008 Olympic gold medal winning teams.

· NATIONAL TELEVISION BROADCASTS - Two AVP Crocs Tour finals were featured on national network television. Following the Olympics, NBC extended its coverage of Beach Volleyball airing the women’s final of the AVP Crocs Cup Shootout presented by Bud Light Mason and the AVP’s Flagship event, the AVP Crocs Cup Shootout presented by Bud Light Manhattan Beach Open women’s final featured on FOX Sports.

For the three months ended September 30, 2008, the Company reported revenue of $14.0 million, compared to the $12.8 million reported for the same period in 2007. Net loss for the third quarter of 2008 was ($0.04 million), or a loss of ($0.00) per share, as compared to a net loss of ($0.76 million), or ($0.04) per share, for the same period last year.

Net loss for the first nine months of 2008 was ($3.3 million), or a loss of ($0.15) per share, as compared to a net loss of ($2.0 million), or ($0.10) per share, for the same period last year.

“Throughout these trying economic times, we continue to maintain our focus on the growth and development of our sport and brand and sharpen our focus on increasing value to our shareholders,” said Leonard Armato, Chief Executive Officer of AVP, Inc. “We could not be more proud of the performance of our athletes this summer on the AVP Crocs Tour and in Beijing. Without a doubt our athletes are instrumental in the continued growth, awareness, and success of our sport and we look forward to seeing many of our world class athletes continue to compete in the winter tour.”

“As we prepare to extend our elite competition into the winter months for a second year of the AVP Johnsonville Hot Winter Nights Indoor Beach Volleyball Tour, we are sure this one-of-a-kind tour will provide a slice of our summer tour at each stop, something we are confident everyone will enjoy.”

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

# # #

AVP, INC

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	September 30,			December 31,
	2008			2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,225,432		$	2,257,453
Accounts receivable, net of allowance for
doubtful accounts of $251,756 and $149,748		5,108,785			2,008,253
Prepaid expenses		429,660			388,649
Other current assets		43,543			116,393
TOTAL CURRENT ASSETS		8,807,420			4,770,748
PROPERTY AND EQUIPMENT,net		384,232			392,447
OTHER ASSETS		42,562			115,496
TOTAL ASSETS	$	9,234,214		$	5,278,691
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	3,421,529		$	908,020
Accrued expenses		2,346,670			1,663,975
Deferred revenue		115,953			101,245
TOTAL CURRENT LIABILITIES		5,884,152			2,673,240
OTHER NON-CURRENT LIABILITIES		256,571			96,419
TOTAL LIABILITIES		6,140,723			2,769,659
NOTE/RESTRICTED SHARES		2,621,413			-
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, 2,000,000 shares authorized:
Series B convertible preferred stock, $.001 par value, 250,000 shares authorized,
94,944 and 47,152 shares issued and outstanding		96			48
Common stock, $.001 par value, 80,000,000 shares authorized,
21,089,626 and 20,490,096 shares issued and outstanding		21,090			20,490
Additional paid-in capital		40,979,914			39,732,837
Accumulated deficit		(40,529,022	)		(37,244,343	)
TOTAL STOCKHOLDERS' EQUITY		472,078			2,509,032
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,234,214		$	5,278,691

AVP, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
REVENUE
Sponsorships/Advertising (1)	$	11,185,387		$	10,228,458		$	18,253,405		$	19,219,248
Other		2,853,899			2,577,980			4,605,005			4,604,591
TOTAL REVENUE		14,039,286			12,806,438			22,858,410			23,823,839
EVENT COST		11,524,174			10,761,071			18,285,360			17,998,538
GROSS PROFIT		2,515,112			2,045,367			4,573,050			5,825,301
OPERATING EXPENSES
Sales and marketing (2)		868,221			919,872			2,939,985			2,658,089
Administrative (3)		1,636,953			1,919,833			4,878,281			5,324,373
TOTAL OPERATING EXPENSES		2,505,174			2,839,705			7,818,266			7,982,462
OPERATING INCOME (LOSS)		9,938			(794,338	)		(3,245,216	)		(2,157,161	)
OTHER INCOME (EXPENSE)
Interest expense		-			(745	)		-			(745	)
Interest income		769			44,748			17,972			158,725
Gain on disposal of asset		-			-			3,500			9,774
Foreign exchange loss		14			-			(5,567	)		-
TOTAL OTHER INCOME		783			44,003			15,905			167,754
INCOME (LOSS) BEFORE INCOME TAXES		10,721			(750,335	)		(3,229,311	)		(1,989,407	)
INCOME TAXES		(9,793	)		(8,610	)		(10,943	)		(9,410	)
NET INCOME (LOSS)		928			(758,945	)		(3,240,254	)		(1,998,817	)
Deemed Dividend to Series B Preferred Stock
Shareholders		44,425			-			44,425			-
Net Loss Available to Common Shareholders	$	(43,497	)	$	(758,945	)	$	(3,284,679	)	$	(1,998,817	)
Loss per common share:
Basic	$	-		$	(0.04	)	$	(0.15	)	$	(0.10	)
Diluted	$	-		$	(0.04	)	$	(0.15	)	$	(0.10	)
Shares used in computing loss per share:
Basic		22,151,979			20,443,269			21,262,181			20,064,693
Diluted		22,151,979			20,443,269			21,262,181			20,064,693

(1) Sponsorship/Advertising includes $0 and $507,800 in stock based contra-revenue for the three months ended September 30, 2008 and 2007, respectively and $0 and $507,800 for the nine months ended September 30, 2008 and 2007, respectively.

(2) Sales and marketing expenses includes stock-based expenses of $18,182 and $19,045 for the three months ended September 30, 2008 and 2007, respectively, and $54,545 and $101,266 for the nine moths ended September 30, 2008 and 2007, respectively.

(3) Administrative expenses includes stock-based expenses of $156,216 and $21,236 for the three months ended September 30, 2008 and 2007, respectively, and $552,009 and $64,192 for the nine months ended September 30, 2008 and 2007, respectively.