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):  December 12, 2008

AVP, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-26454	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 8.01.  Other Events.

On December 12, 2008, AVP, Inc. (the “Company”) issued a press release announcing its intention to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release, dated December 12, 2008

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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/ Jason Hodell                  

Name:  Jason Hodell

Title:    Chief Financial Officer

Dated:  December 12, 2008

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EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated December 12, 2008

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EX-99.1

FOR IMMEDIATE RELEASE

AVP, Inc. Announces Intent to Deregister Common Stock with Securities And Exchange Commission

LOS ANGELES, December 12, 2008 -- AVP, Inc. (OTC Bulletin Board: AVPI), a lifestyle sports entertainment company focused on professional beach volleyball, today announced that it intends to voluntarily deregister its common stock on or about December 19, 2008. On or about that date, the Company will file a Form 15 with the Securities and Exchange Commission (the “SEC”) to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). AVP is eligible to deregister by filing a Form 15 because it has fewer than 300 holders of record of its common stock.

Upon the filing of the Form 15, AVP’s obligation to file certain reports with the SEC, including Forms 10-K, 10-Q, and 8-K, will immediately be suspended. AVP expects that the deregistration of its common stock will become effective 90 days after the date of filing of the Form 15 with the SEC. The Company anticipates that its shares will no longer be quoted on the OTC Bulletin Board. Further, there can also be no assurance that any brokerage firms will continue to make a market in the common stock after the delisting.

Leonard Armato, the Company’s Chief Executive Officer, stated: “Our Board of Directors, upon the recommendation of our management, unanimously determined to delist the Company after carefully considering the advantages and disadvantages of continuing registration. The costs associated with being a public company have significantly increased, particularly in light of the adoption of new rules by the SEC in response to the Sarbanes-Oxley Act.  Our Board has determined that the costs of compliance, as well as the significant demands on management time and resources required by the compliance requirements, outweigh the benefits the Company receives from maintaining its registered status. The Board believes that deregistering will result in significant reductions in our accounting, legal and administrative expenses and enable our management to focus its time and resources on the operation of our company and the growth and development of our sport.”

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

Matt Paulson

818.462.5609 / mattp@bzapr.com

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