UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                   FORM 10-QSB

     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2006

                                       OR

    |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

           For the transition period from ___________ to _____________

                        Commission file number 005-79737

                                    AVP, INC.
                                    ---------

             (Exact name of registrant as specified in its charter)



           Delaware                                 98-0142664
-------------------------------                 ----------------
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                Identification No.)


               6100 Center Drive, Suite 900, Los Angeles, CA 90045
               ---------------------------------------------------
               (Address of principal executive offices - Zip code)

                                (310) 426 - 8000
                                ----------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

Yes |X| No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
the Exchange Act Rule 12b-2).

Yes |_| No |X|

      As of July 15, 2006, the Registrant had 19,654,908 shares of common stock
outstanding.

Traditional Small Business Disclosure Format (check one): Yes |X| No |_|
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Background

We originally incorporated under the name Malone Road Investments, Ltd., on
August 6, 1990, in the Isle of Man. We re-domesticated in the Turks and Caicos
Islands in 1992 and subsequently domesticated as a Delaware corporation in 1994.
Pursuant to Delaware law, we are deemed to have been incorporated in Delaware as
of the date of our formation in the Isle of Man. We changed our name to PL
Brands, Inc. in 1994; changed our name to Othnet, Inc. in March 2001; and
changed our name to AVP, Inc. on March 9, 2005. Since December 2001 until the
Merger (as defined below), we had no business operations other than to attempt
to locate and consummate a business combination with an operating company.

AVP's Business

We own and operate professional beach volleyball tournaments in the United
States. The AVP tour is the sole nationally recognized U.S. professional beach
volleyball tour. Every top U.S. men's and women's beach volleyball professional,
including the women's gold and bronze medalists in the 2004 Olympic Games,
competes on the AVP tour. We have more than 200 of the top professional players
under exclusive contracts, as well as a growing base of spectators and
television viewers that we believe represent an attractive audience for
national, regional, and local sponsors. Our business includes establishing and
managing tournaments; sponsorship/advertising sales and sales of broadcast,
licensing, and trademark rights; sales of food, beverage, and merchandise at the
tournaments; contracting with players in the tour; and associated activities.

AVP's beach volleyball tournament season customarily commences in early April
and continues until late September or early October. For 2006, we have scheduled
16 men's and 16 women's events to be held in Fort Lauderdale, FL; Tempe, AZ;
Santa Barbara, CA; Huntington Beach, CA; Hermosa Beach, CA; Sacramento, CA;
Seaside Heights, NJ; Atlanta, GA; Birmingham, AL; Chicago, IL; Manhattan Beach,
CA; Brooklyn (Coney Island), NY; Boulder, CO; Cincinnati, OH; Las Vegas, NV; and
Lake Tahoe, NV. Ten of the 16 cities are the same as last year.

AVP Acquisition

On February 28, 2005, Association of Volleyball Professionals, Inc. (the
"Association") and a wholly owned subsidiary of AVP, then known as Othnet, Inc.,
consummated a merger pursuant to a merger agreement, signed in June 2004, as
amended (the "Merger"). As a result of the Merger, the Association became our
wholly owned subsidiary, and the Association's former stockholders (including
holders of stock options and stock purchase warrants) beneficially owned 61.2%
of all common stock beneficially owned by all beneficial owners of our capital
stock. On December 16, 2005, AVP effectuated a 1-for-10 reverse stock split,
which is reflected in all share amounts referred to in this report.


Results of Operations for the three months ended June 30, 2006 and 2005

<TABLE>
<CAPTION>
               Operating Income (Loss) and Net Income (Loss)                                 % Revenue
----------------------------------------------------------------------------    -----------------------------------
                                           Three Months Ended June 30,               Three Months Ended June 30,
                                            2006                 2005                 2006                 2005
                                      ----------------    ------------------    -----------------    --------------
<S>                                        <C>                <C>                           <C>             <C>
Operating Income (Loss)                    $ (87,576)         $ (2,030,448)                 (1%)            (47%)

Net Income (Loss)                          $  53,555          $ (2,020,808)                  1%             (47%)
</TABLE>

The 96% decrease in operating loss in 2006 primarily reflects an increase of
$3,001,707 or 70% in recognized revenue for the three months ended June 30, 2006
as well as decreases in warrant expense and contra revenue of $1,400,587 (from
$1,713,966 to $313,379), a decrease in amortization expense of $64,000 and
decreases in accounting and legal fees of $60,000. The reduction in warrant
expense, amortization expense, and accounting and legal fees offset increases in
network broadcast time and television production costs of $1 million, prize
money of $431,000, and other event costs of $571,000.
<PAGE>

In addition to the above, the decline in our net loss was also due to derivative
financial instrument gain for the three months ended June 30, 2006 of $111,042
compared to $0 for the three months ended June 30, 2005. Derivative financial
instrument gain arises from fair value adjustments for certain financial
instruments, such as warrants to acquire common stock which are classified as
liabilities when either (a) the holder possesses rights to net-cash settlement
or (b) physical or net share settlement is not within the control of the
Company. Since there were liquidated damages, payable in cash, of 1% of the
gross proceeds per month ($55,000) should the Company have failed to achieve
effectiveness of the registration statement in accordance with the May and June
2006 Securities Purchase Agreements and the warrant agreements related there to,
the warrants issued pursuant to the May and June 2006 private placement were
initially recorded as derivative financial instruments and were later
reclassified as equity on the date the registration statement became effective
and adjusted to fair value using the Black-Scholes valuation method. The
increase in the derivative instrument gain noted above is due to the decline in
the trading stock price of our common stock during the period from the initial
recording as a derivative financial instrument until the reclassification as
equity.

Excluding the warrant expense, the contra revenue and the gain on warrant
derivative, net income (loss) for the three months ended June 30, 2006 would
have been approximately $256,000 compared to $(307,000) for the three months
ended June 30, 2005.

Revenue

The majority of AVP's revenues are derived from sponsorship and advertising
contracts with national and local sponsors. AVP recognizes
sponsorship/advertising revenue pro rata based upon prize money per event as the
events occur during the tour season and collection is reasonably assured. AVP's
beach volleyball tournament season customarily commences in early April and
continues until late September or early October.


                                 Summary Revenue

                                                                Percentage
                          Three Months Ended June 30,            Increase
                              2006              2005            (Decrease)
                          --------------   ---------------    ----------------
Sponsorship/Advertising     $ 6,233,090        $3,424,395                 82%
Activation Fees                 148,447           190,133                (22%)
Promoter Fees                   146,000                 -                  -%
Local Revenue                   497,770           458,348                  9%
Miscellaneous Revenue           285,845           236,569                 21%
                          --------------   ---------------
Total Revenue               $ 7,311,152        $4,309,445                 70%
                          ==============   ===============

Sponsorship/advertising revenue for the three months ended June 30, 2006
increased approximately $2.8 million as compared to the three months ended June
30, 2005. The increase in sponsorship/advertising revenue was primarily due to
an increase in contracted 2006 sponsorship/advertising revenue. Contracted
sponsorship/advertising revenue increased from $12.9 million in 2005 to $16.5
million in 2006 as a result of increases in sponsorship/advertising fees and the
number of national sponsors/advertisers. The increase in sponsorship/advertising
revenue for the three months ended June 30, 2006 compared to the three months
ended June 30, 2005 was also due to six events taking place in the three months
ended June 30, 2006 (out of 16 events in 2006) compared to only five events
taking place in the three months ended June 30, 2005 (out of 14 events in 2005).
Accordingly, $6,233,090 (37.7%) of $16.5 million of 2006 contracted for
sponsorship/advertising revenue is being allocated to the six events taking
place in the three months ended June 30, 2006 compared to only $3,424,395
(26.5%) out of $12.9 million of 2005 contracted for sponsorship/advertising
revenue being allocated for the five events taking place in the three months
ended June 30, 2005. For the three months ended June 30, the average
sponsorship/advertising revenue per event for 2006 and 2005 was $1,038,848 and
$684,879, respectively.

<PAGE>

The decrease in activation fees of 22% is the result of several sponsors from
2005 who utilized AVP's activation services not returning as sponsors in 2006.

For the three months ended June 30, 2006, we entered an agreement with an event
promoter in connection with one event pursuant to which the promoter paid a
promoter fee in exchange for the right to exploit local revenue, including
ticket sales, parking, concessions, and ancillary revenue. The event promoter
was also required to pay for certain specified event expenses including the
stadium, sand, various operational costs (e.g., hotel accommodations, certain
event personnel, security), event permits, and marketing costs. We did not have
a similar arrangement in connection with any event for the three months ended
June 30, 2005.

Local revenue increased 9% mainly as a result of increases in sales of corporate
luxury suites. In the first two quarters of 2005, we sold fewer corporate
suites.

The 21% increase in miscellaneous revenue primarily reflects an increase in
trademark licensing revenue in connection with volleyball and volleyball net
sales and sale of AVP branded apparel for sale at AVP events and online. During
the second quarter of 2006, we entered a licensing agreement with Speedo for
AVP-SPEEDO co-branded apparel and with Crocs, Inc. for AVP branded footwear. We
do not anticipate recognizing any revenue from the Crocs licensing agreement
until the third quarter of 2006.


Gross Profit

                                  Gross Profit
--------------------------------------------------------------------------
                                    Three Months Ended June 30,
                                 2006                       2005
                         ----------------------     ----------------------
Revenue                           $  7,311,152              $   4,309,445
Event Costs                          5,360,237                  2,996,488
                         ----------------------     ----------------------
Gross Profit                      $  1,950,915              $   1,312,957
                         ======================     ======================
Gross Profit %                              27%                        30%
                         ======================     ======================

AVP's gross profit margin for the three months ended June 30, 2006 was 27%
compared to 30% for the three months ended June 30, 2005. The decrease in the
gross profit margin primarily reflects increases in network broadcast time and
television production costs ($1,000,000 compared to $0). For the three months
ended June 30, 2006, two events were broadcast on network television; however,
for the three months ended June 30, 2005, none of the five events conducted was
broadcast on network television. For 2005 and 2006, we pay a fee for the network
broadcast time; however, we do not pay any fee for the broadcast time on cable
television. Event costs increased considerably due to an additional event taking
place during the three months ended June 30, 2006 (six events compared to five
events taking place during the three months ended June 30, 2005). In addition,
event costs also increased due to increases in prize money, staging costs, and
sponsorship costs. The 2004 exclusive player agreements provide for $500,000
increases in prize money for the years 2006, 2007, and 2008. Most of the
$500,000 increase in prize money was allocated to events taken place during the
three months ended June 30, 2006. Staging costs increased as a result of AVP
using an enhanced stadium for its 2006 events, which included additional seating
as well as corporate suites at all events. The increases outlined above for the
three months ended June 30, 2006 offset the cost savings resulting from one
event in the quarter having an event promoter who took on certain operational
costs of the event.

Our quarterly results of operations and gross margins vary depending on the
number of events scheduled each quarter, the number of agreements with local
event promoters, and the mode of television distribution of our events. Events
in which there is an agreement with a local event promoter carry higher gross
margins than those events in which there are no agreements with local event
promoters. Additionally, events broadcast on network television carry
significant costs compared to cable broadcasts and cause quarterly fluctuations
based on the timing of these events throughout the year. Management expects
gross profit margins to increase in the third quarter of 2006 as AVP has
agreements with seven more event promoters in which the event promoters take on
certain event costs and pay AVP promoter fees in return for the right to exploit
local revenue opportunities.

<PAGE>

Operating Expenses

<TABLE>
<CAPTION>
                    Summary Costs                                      % Revenue
-------------------------------------------------------     --------------------------------         Increase
                                                                                                   (Decrease) as
                         Three Months Ended June 30,          Three Months Ended June 30,          % of Revenue
                           2006              2005               2006              2005             2006 vs. 2005
                      --------------    ---------------     ------------    ----------------    ------------------
<S>                     <C>                 <C>                     <C>                 <C>                     <C>
Event Costs             $ 5,360,237         $2,996,488              73%                 70%                     3%
Administrative            1,222,352          2,885,214              17%                 67%                   (50%)
Sales and Marketing         816,139            458,191              11%                 11%                     --
                      --------------    ---------------     ------------    ----------------    ------------------
Total Costs             $ 7,398,728         $6,339,893             101%                148%                   (47%)
                      ==============    ===============     ============    ================    ==================
</TABLE>

Event costs primarily include the direct costs of producing an event and costs
related to television airing of network broadcasted events. Event costs also
include the cost of servicing our sponsors. Event costs are recognized on an
event-by-event basis and event costs billed and/or paid prior to their
respective events are recorded as prepaid event costs and expensed at the time
the event occurs.

The increase of 79% in event costs was primarily attributable to one additional
event taking place during the three months ended June 30, 2006 (six events
compared to five events taking place during the three months ended June 30,
2005) as well as increases in network broadcast time and television production
costs of $1 million, in prize money of $431,000, in staging costs of $112,000,
in sponsorship/suite costs of $216,000, and in event crew of $86,000. For the
three months ended June 30, 2006, two events were broadcast on network
television compared to none for the three months ended June 30, 2005. We pay for
the broadcast time and production costs for our network broadcasts, but we do
not pay for the time or production costs for our cable broadcasts. With respect
to the two network events broadcast in the three months ended June 30, 2006, we
negotiated an agreement with Fox Broadcasting Company (FBC) pursuant to which
FBC agreed to take equity in AVP rather than AVP pay cash for the network
broadcast time and related production services. Staging costs increased as a
result of AVP using an enhanced stadium for its 2006 events, which included
additional seating as well as corporate suites at four events compared to three
events in 2005. The increase in sponsorship costs is the result of adding a
hospitality sponsorship that obligated AVP to enhance the VIP sections of the
event site.

The 58% decrease in administrative costs was due primarily to a decrease of
approximately $1.5 million in consulting expense as a result of non-employee
warrants valued under SFAS 123 for warrants granted during the three months
ended June 30, 2005 and a decrease in amortization expense which resulted from
the elimination of MPE deferred commission costs expensed in 2005.

The 78% increase in sales and marketing costs primarily reflects increase in
commission expense as a result of securing the title sponsor for the AVP Tour
and the hiring of a head of sales and other sales and marketing personnel. Other
factors contributing to the increase in marketing expenditures include logo
redesign costs as well as the cost of holding an inaugural high performance camp
to recruit top college volleyball players to play on the AVP tour.

<PAGE>

<TABLE>
<CAPTION>
Depreciation and Amortization Expense
-----------------------------------------------------------------------------------
                                                                                          Percentage
                                                 Three Months Ended June 30,               Increase
                                                 2006                  2005               (Decrease)
                                           ------------------    ------------------    ------------------
<S>                                              <C>                   <C>                            <C>
Depreciation Expense                             $    39,599           $    39,992                    (1%)
Amortization Expense                                   2,011                66,396                   (97%)
                                           ------------------    ------------------
Total                                            $    41,610           $   106,388                   (61%)
                                           ==================    ==================
</TABLE>

Amortization expense decreased 97% from 2005, primarily due to the absence in
2006 of MPE deferred commission costs. The underlying MPE sponsorship sales
service contract was fully amortized in 2005.

<TABLE>
<CAPTION>
Other Income (Expense)
-----------------------------------------------------------------------------------
                                                                                          Percentage
                                                 Three Months Ended June 30,               Increase
                                                 2006                  2005               (Decrease)
                                           ------------------    ------------------    ------------------
<S>                                             <C>                    <C>                           <C>
Interest Expense                                $     (3,718)          $   (28,013)                  (87%)
Interest Income                                       33,807                37,653                   (10%)
Derivative financial instrument gain                 111,042                    --                    --%
                                           ------------------    ------------------
Total                                            $   141,131           $     9,640                  1364%
                                           ==================    ==================
</TABLE>

The decrease in interest expense of $24,295 reflects a reduction in debt.

The 10% increase in interest income reflects additional interest earned on the
proceeds realized from the private placement consummated on May and June 2006.

Pursuant to the May and June 2006 private placement, we sold 6,470,590 shares of
common stock and five-year warrants to purchase 1,294,118 shares of common stock
at an exercise price of $1.00 per share, to accredited investors. Under EITF
00-19 "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock" (EITF 00-19"), the fair value of
the warrants issued under the May and June 2006 Financing have been reported as
a liability due to the requirement to net-cash settle the transaction in the
event that the shares underlying the warrant are not registered for sale.
Pursuant to the warrant agreement, the warrant holder is entitled to liquidated
damages, payable in cash, of 1% of the gross proceeds per month ($55,000) should
the Company fail to achieve effectiveness of the registration statement. The
warrants were considered a derivative financial instrument with a value of
$875,513, and they were later reclassified as equity on the date the
registration statement became effective. On the effective date, the warrants had
a value of approximately $764,471, which was determined using the Black-Scholes
valuation method. The assumptions utilized in computing the fair value of the
warrants were as follows: expected life of 5 years, estimated volatility of 90%
and a risk free interest rate of 5.10%. For the three months ended June 30,
2006, we recorded a gain of $111,042 associated with the fair value adjustment
of the warrants.

Results of Operations for the Six months Ended June 30, 2006 and 2005

Operating Income (Loss) and Net Income (Loss)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------    -----------------------------------
               Operating Income (Loss) and Net Income (Loss)                                % of Revenue
----------------------------------------------------------------------------    -----------------------------------
                                            Six Months Ended June 30,                 Six Months Ended June 30,
                                            2006                 2005                 2006                2005
                                      -----------------    -----------------    -----------------    --------------
<S>                                       <C>                  <C>                         <C>              <C>
Operating Income (Loss)                   $(1,589,048)         $(6,856,476)                (21)%            (155)%
Net Income (Loss)                         $(1,434,991)         $(6,902,038)                (19)%            (156)%
</TABLE>

<PAGE>

The 77% decrease in operating loss in 2006 primarily reflects an increase of
$3,020,567 or 68% in recognized revenue for the six months ended June 30, 2006
as well as decreases in warrant expense and contra revenue of $4,887,883 (from
$5,211,988 to $324,105), a decrease in amortization costs of $127,000 and
decreases in accounting and legal fees of $82,000. The reduction in warrant
expense, amortization expense, and accounting and legal fees offset increases in
network broadcast time and television production costs of $1 million, prize
money of $431,000, and event costs of $571,000.

In addition to the above, the decline in our net loss was also due to derivative
financial instrument gain for the six months ended June 30, 2006 of $111,042
compared to $0 for the six months ended June 30, 2005. Derivative financial
instrument gain arises from fair value adjustments for certain financial
instruments, such as warrants to acquire common stock which are classified as
liabilities when either (a) the holder possesses rights to net-cash settlement
or (b) physical or net share settlement is not within the control of the
Company. Since there were liquidated damages, payable in cash, of 1% of the
gross proceeds per month ($55,000) should the Company have failed to achieve
effectiveness of the registration statement in accordance with the May and June
2006 Securities Purchase Agreements and the warrant agreements related there to,
the warrants issued pursuant to the May and June 2006 private placement were
initially recorded as derivative financial instruments and were later
reclassified as equity on the date the registration statement became effective
and adjusted to fair value using the Black-Scholes valuation method. The
increase in the derivative instrument gain noted above is due to the decline in
the trading stock price of our common stock during the period from the initial
recording as a derivative financial instrument until the reclassification as
equity.

Excluding the warrant expense, the contra revenue and the gain on warrant
derivative, net loss for the six months ended June 30, 2006 would have been
approximately $1,221,928 compared to $1,690,050 for the six months ended June
30, 2005.

Revenue

<TABLE>
<CAPTION>
---------------------------------------------------------------------
                          Summary Revenue
---------------------------------------------------------------------     Increase
                                    Six Months Ended June 30,             Increase
                                     2006               2005             (Decrease)
                               ---------------    ---------------      ---------------
<S>                            <C>                 <C>                             <C>
Sponsorship/Advertising        $    6,233,090      $   3,424,395                   82%
Activation Fees                       148,447            190,133                  (22%)
Promoter Fees                         146,000                 --                   --%
Local Revenue                         497,770            458,348                    9%
Miscellaneous Revenue                 408,661            340,525                   20%
                               ---------------    ---------------
Total Revenue                  $    7,433,968      $   4,413,401                   68%
                               ===============    ===============
</TABLE>

The preceding chart compares revenues from AVP's significant revenue drivers.
The majority of AVP's revenues are derived from sponsorship and advertising
contracts with national and local sponsors. AVP recognizes
sponsorship/advertising revenue during the tour, as the events occur and
collection is reasonably assured, in the proportion that prize money for an
event bears to total prize money for the season. AVP's beach volleyball
tournament season customarily commences in early April and continues until late
September or early October.

Sponsorship/advertising revenue for the six months ended June 30, 2006 increased
approximately $2.8 million as compared to the six months ended June 30, 2005.
The increase in sponsorship/advertising revenue was primarily due to an increase
in contracted 2006 sponsorship/advertising revenue. Contracted 2006
sponsorship/advertising revenue increased from $12.9 million in 2005 to $16.5
million in 2006 as a result of increases in sponsorship/advertising fees and the
number of national sponsors/advertisers. The increase in sponsorship/advertising
revenue for the six months ended June 30, 2006 compared to the six months ended
June 30, 2005 was also due to six events taking place in the six months ended
June 30, 2006 (out of 16 events in 2006) compared to only five events taking
place in the six months ended June 30, 2005 (out of 14 events in 2005).
Accordingly, $6,233,090 (37.7%) of $16.5 million of 2006 contracted for
sponsorship/advertising revenue is being allocated to the six events taking
place in the six months ended June 30, 2006 compared to only $3,424,395 (26.5%)
out of $12.9 million of 2005 contracted for sponsorship/advertising revenue
being allocated for the five events taking place in the six months ended June
30, 2005. For the six months ended June 30, the average sponsorship/advertising
revenue per event for 2006 and 2005 were $1,038,848 and $684,879, respectively.
<PAGE>

The decrease in activation fees of 22% is the result of several sponsors from
2005 who utilized AVP's activation services not returning as sponsors in 2006.

For the six months ended June 30, 2006, we entered an agreement with an event
promoter in connection with one event pursuant to which the promoter paid AVP a
promoter fee in exchange for the right to exploit local revenue, including
ticket sales, parking, concessions, and ancillary revenue. The event promoter
was also required to pay for certain specified event expenses including the
stadium, sand, various operational costs (e.g., hotel accommodations, certain
event personnel, security), event permits, and marketing costs. No such
agreement existed during the six months ended June 30, 2005.

Local revenue increased 9% mainly as a result of increases in sales of corporate
luxury suites. In the six months ended June 30, 2006, we sold corporate suites
at four out of the six events conducted during the period; however, in the six
months ended June 30, 2005, we only sold corporate suites at three events.

The 20% increase in miscellaneous revenue primarily reflects an increase in
trademark licensing revenue in connection with volleyball and volleyball net
sales and sale of AVP branded apparel for sale at AVP events and online. During
the second quarter of 2006, we entered a licensing agreement with Speedo for
AVP-SPEEDO co-branded apparel and with Crocs, Inc. for AVP branded footwear. We
do not anticipate recognizing any revenue from the Crocs licensing agreement
until the third quarter of 2006.


Gross Profit

                                  Gross Profit
-----------------------------------------------------------------------------
                                       Six Months Ended June 30,
                                    2006                       2005
                            ----------------------     ----------------------
Revenue                              $  7,433,968              $   4,413,401
Event Costs                             5,360,237                  2,996,488
                            ----------------------     ----------------------
Gross Profit                         $  2,073,731              $   1,416,913
                            ======================     ======================
Gross Profit %                                 28%                        32%
                            ======================     ======================

AVP's gross profit margin for the six months ended June 30, 2006 was 28%
compared to 32% for the six months ended June 30, 2005. The decrease in the
gross profit margin primarily reflects increases in network broadcast time and
television production costs ($1,000,000 compared to $0). For the six months
ended June 30, 2006, two events were broadcast on network television; however,
for the six months ended June 30, 2005, none of the five events conducted was
broadcast on network television. For 2005 and 2006, we pay a fee for the network
broadcast time; however, we do not pay any fee for the broadcast time on cable
television. Event costs increased considerably due to an additional event taking
place during the six months ended June 30, 2006 (six events compared to five
events taking place during the six months ended June 30, 2005). In addition,
event costs also increased due to increases in prize money, staging costs, and
sponsorship costs. The 2004 exclusive player agreements provide for $500,000
increases in prize money for the years 2006, 2007, and 2008. Most of the
$500,000 increase in prize money was allocated to events taking place during the
six months ended June 30, 2006. Staging costs increased as a result of AVP using
an enhanced stadium for its 2006 events, which included additional seating as
well as corporate suites at all events. The increases outlined above for the six
months ending June 30, 2006 offset the cost savings resulting from one event in
the quarter having an event promoter who took on certain operational costs of
the event.
<PAGE>

Our quarterly results of operations and gross margins vary depending on the
number of events scheduled each quarter, the number of agreements with local
event promoters, and the mode of television distribution of our events. Events
in which there is an agreement with a local event promoter carry higher gross
margins than those events in which there are no agreements with local event
promoters. Additionally, events broadcast on network television carry
significant costs compared to cable broadcasts and cause quarterly fluctuations
based on the timing of these events throughout the year. Management expects
gross profit margins to increase in the third quarter of 2006 as AVP has
agreements with seven event local promoters in which the event promoters take on
certain event costs and pay AVP promoter fees in return for the right to exploit
local revenue opportunities.

<TABLE>
<CAPTION>
Operating Expenses
---------------------------------------------------------------    --------------------------------
                        Summary Costs                                       % of Revenue
---------------------------------------------------------------    --------------------------------        Increase
                                                                                                         (Decrease) in
                                Six Months Ended June 30,             Six Months Ended June 30,          % of Revenue
                                 2006                2005              2006               2005           2006 vs. 2005
                            ---------------     ---------------    --------------    --------------     ----------------
<S>                         <C>                 <C>                          <C>               <C>                    <C>
Event Costs                 $    5,360,237      $    2,996,488               72%               68%                    4%
Administrative                   2,290,690           7,403,598               31%              168%                 (137%)
Sales and Marketing              1,372,089             869,791               18%               20%                   (2%)
                            ---------------     ---------------    --------------    --------------     ----------------
Total Costs                 $    9,023,016      $   11,269,877              121%              256%                 (135%)
                            ===============     ===============    ==============    ==============     ================
</TABLE>

Event costs primarily include the direct costs of producing an event and costs
related to television airing of network broadcasted events. Event costs also
include the cost of servicing our sponsors. Event costs are recognized on an
event-by-event basis and event costs billed and/or paid prior to their
respective events are recorded as prepaid event costs and expensed at the time
the event occurs.

The increase of 79% in event costs was primarily attributable to one additional
event taking place during the six months ended June 30, 2006 (six events
compared to five events taking place during the six months ended June 30, 2005)
as well as increases in network broadcast time and television production costs
of $1 million, in prize money of $431,000, in staging costs of $112,000, in
sponsorship/suite costs of $216,000, and in event crew of $86,000. For the six
months ended June 30, 2006, two events were broadcast on network television
compared to none for the six months ended June 30, 2005. We pay for the
broadcast time and production costs for our network broadcasts, but we do not
pay for the time or production costs for our cable broadcasts. With respect to
the two network events broadcast in the six months ended June 30, 2006, we
negotiated an agreement with Fox Broadcasting Company (FBC) pursuant to which
FBC agreed to take equity in AVP rather than AVP pay cash for the network
broadcast time and related production services. Staging costs increased as a
result of AVP using an enhanced stadium for its 2006 events, which included
additional seating as well as corporate suites at four events compared to three
events in 2005. The increase in sponsorship costs is the result of adding a
hospitality sponsorship that obligated AVP to enhance the VIP sections of the
event site.

The 69% decrease in administrative costs was due primarily to a decrease of
approximately $5.0 million in consulting expense as a result of non-employee
warrants valued under SFAS 123 for warrants granted during the six months ended
June 30, 2005 and a decrease in amortization expense of $0.1 million which
resulted from the elimination of MPE deferred costs commission expensed in 2005.

The 58% increase in sales and marketing costs of $502,298 primarily reflects an
increase in commission expense as a result of securing the title sponsor for the
AVP Tour and the hiring of a head of sales and other sales and marketing
personnel. Other factors contributing to the increase in marketing expenditures
including logo design cost as a result of new 2006 season as well as holding of
an inaugural high performance camp to recruit top college volleyball players to
play on the AVP tour.

<PAGE>

<TABLE>
<CAPTION>
Depreciation and Amortization Expense
-----------------------------------------------------------------------------------       Percentage
                                                  Six Months Ended June 30,                Increase
                                                 2006                  2005               (Decrease)
                                           ------------------    ------------------    ------------------
<S>                                                 <C>                  <C>                          <C>
Depreciation Expense                                $ 76,144             $  63,080                    21%
Amortization Expense                                   4,022               130,692                   (97%)
                                           ------------------    ------------------
                                                    $ 80,166             $ 193,772                   (59%)
                                           ==================    ==================
</TABLE>

The increase in depreciation expense of $13,064 resulted from an increase in
depreciable assets, including information technology equipment and
transportation equipment (e.g., truck, flat bed trailer).

Amortization expense decreased 97% from 2005 due to the absence in 2006 of MPE
deferred commission costs. The underlying MPE sponsorship sales service contract
was fully amortized in 2005.

Other Income (Expenses)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------       Percentage
                                                  Six Months Ended June 30,                Increase
                                                  2006                 2005               (Decrease)
                                             ----------------    ------------------    ------------------
<S>                                                <C>                  <C>                         <C>
Interest Expense                                   $ (11,931)           $  (98,571)                 (88%)
Interest Income                                       54,946                53,009                    4%
Derivative financial instrument gain                 111,042                    --                   --%
                                             ----------------    ------------------
                                                   $ 154,057            $  (45,562)                (438)%
                                             ================    ==================
</TABLE>

Interest expense in 2006 decreased 88% from 2005 due to elimination of
short-term debt to Management Plus Enterprises, Inc, (MPE), Anschutz
Entertainment Group, Inc. (AEG), Major League Volleyball, Inc. (MLV), and the
Bridge Financing from the Merger.

The 4% increase in interest income reflects additional interest earned on the
proceeds realized from the private placement consummated on May and June 2006.

Pursuant to the May and June 2006 private placement, we sold 6,470,590 shares of
common stock and five-year warrants to purchase 1,294,118 shares of common stock
at an exercise price of $1.00 per share, to accredited investors. Under EITF
00-19 "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock," the fair value of the warrants
issued under the May and June 2006 Financing have been reported as a liability
due to the requirement to net-cash settle the transaction in the event that the
shares underlying the warrant are not registered for sale. Pursuant to the
warrant agreements, the warrant holder is entitled to liquidated damages,
payable in cash, of 1% of the gross proceeds per month ($55,000) should the
Company fail to achieve effectiveness of the registration statement. The
warrants were recorded as a derivative financial instrument and were later
reclassified as equity on the date the registration statement became effective.
On the effective date, the warrants had a value of approximately $764,471, which
was determined using the Black-Scholes valuation method. The assumptions
utilized in computing the fair value of the warrants were as follows: expected
life of 5 years, estimated volatility of 90% and a risk free interest rate of
5.10%. For the six months ended June 30, 2006, we recorded a gain of $111,042
associated with the fair value adjustment of the warrants.

Liquidity and Capital Resources

Cash flows from operating activities for the six months ended June 30, 2006 and
2005 were $588,903 and $779,049, respectively. Working capital, consisting of
current assets less current liabilities, was $4,151,828 at June 30, 2006 and
$(323,324) at June 30, 2005. During the second quarter of 2006, we completed a
private placement of common stock and warrants which generated proceeds of
approximately $5.5 million. Consequently, at June 30, 2006 we had $6.3 million
of cash. The negative working capital at June 30, 2005 resulted from deferred
revenue being recognized for sponsorship/advertising payments received for
events occurring after June 30, 2005.
<PAGE>

At June 30, 2006 and 2005, accounts receivable had increased $1,690,166 and
decreased $414,527 as compared to December 31, 2005 and 2004, respectively. At
June 30, 2006 and 2005, deferred revenues had increased $3,861,605 and
$2,650,529 as compared to December 31, 2005 and 2004, respectively. Deferred
revenues are recorded as AVP collects revenues prior to holding certain events.

Cash flows provided from investing activities for 2006 and 2005 included capital
expenditures for the six months ended June 30, 2006 and 2005 of $173,225 and
$308,949, respectively. During the six months ended June 30, 2006, AVP purchased
a scoreboard and a trailer in preparation for the 2006 tour season, as well as,
computer equipment. During the six months ended June 30, 2005, AVP purchased
information technology equipment, activation equipment, banners and flags in
preparation for the 2005 tour season.

Cash flows provided from financing activities for 2006 and 2005 were $4,617,265
and $3,097,023, respectively. During the second quarter of 2006, we completed a
private placement of common stock and warrants which generated net proceeds of
$5,034,002, net of offering costs of $466,000. In February 2006, AVP paid the
remaining principal amount due on the promissory note to MPE with whom Leonard
Armato, the Chief Executive Officer and Chairman of the Board of Directors of
the Company, was affiliated. This note constituted the purchase price delivered
by AVP to MPE for the interests in MPE Sales, LLC in connection with sponsorship
sales services previously provided by MPE to the Association. In 2005, upon
consummation of the Units Offering on February 28, 2005, AVP realized proceeds
of $4,247,023, net of offering costs of $753,038. Also, in 2005, AVP repaid
$950,000 on the promissory note to MPE and $200,000 to holders of the bridge
financing notes.

Pursuant to Securities Purchase Agreement dated May 4, 2006, AVP sold 2,941,180
shares of common stock and five-year warrants to purchase 588,236 shares of
common stock at an exercise price of $1.00 per share, to accredited investors,
for a total price $2,500,003. Oppenheimer & Co., Inc. acted as the placement
agent and in addition to its commission, received a warrant to purchase 282,353
shares of common stock on substantially the same terms as the warrants sold to
investors. The sale of the securities was exempt from registration pursuant
under Securities Act section 4(2), due to the limited number of investors, all
of which are accredited.

Pursuant to a Securities Purchase Agreement dated June 9, 2006, AVP sold 705,882
units, each unit consisting of five shares of common stock and a five-year
warrant to purchase one share of common stock at an exercise price of $1.00 per
share, to an accredited investor, for a total price $2,999,998.50. Oppenheimer &
Co., Inc. acted as the placement agent and in addition to its commission,
received a warrant to purchase 338,824 shares of common stock on substantially
the same terms as the warrants sold to investor. The sale of the securities was
exempt from registration under Securities Act section 4(2), due to one investor,
which is accredited.

In February 2006, we entered a production and distribution agreement with Fox
Broadcasting Company ("FBC") in connection with two events. Under the agreement,
FBC will have the exclusive right to telecast the finals of two 2006 AVP
tournaments throughout the U.S., its territories, and possessions. In
consideration for its services valued at $1,000,000, FBC received 666,667 shares
of Common Stock, par value $0.001 per share, of AVP.

Critical Accounting Policies

Revenue and Expense Recognition

The majority of AVP's revenues are derived from sponsorship and advertising
contracts with national and local sponsors. AVP recognizes
sponsorship/advertising revenue during the tour season, as the events occur and
collection is reasonably assured, in the proportion that prize money for an
event bears to total prize money for the season. Cash collected before the
related events are recorded as deferred revenue. Event costs are recognized on
an event-by-event basis. Event costs billed and/or paid before the related
events are recorded as deferred costs and expensed at the time the event occurs.

AVP also derives additional revenue from activation services, promoter fees,
event ticket sales, concession rights, event merchandising, licensing, and
sanctioning fees. Revenues and expenses from the foregoing ancillary activities
are recognized on an event-by-event basis as the revenues are realized and
collection is reasonably assured. Licensing revenue is recognized as royalties
are earned and collection is reasonably assured.
<PAGE>

Income Taxes

AVP accounts for income taxes under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to the differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax basis. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. A valuation allowance is
recorded to reduce deferred taxes to the amount that is more likely than not to
be realized.

Recently Issued Accounting Standards

In February 2006, the FASB issued the new standard, Statement of Financial
Accounting Standard No. 155, "Accounting for Certain Hybrid Instruments," which
is an amendment of FASB Statements No. 133 and 140. SFAS No. 155 allows
financial instruments that have embedded derivatives to be accounted for as a
whole (eliminating the need to bifurcate the derivative from its host), if the
holder elects to account for the whole instrument on a fair value basis. This
statement is effective for all financial instruments acquired or issued after
the beginning of an entity's first fiscal year that begins after September 15,
2006. The adoption of this Statement is not expected to have any impact on AVP's
financial position or results of operations.

In July 2006, FASB issued FASB Interpretation No. 48 ( FIN 48), "Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,
Accounting for Income Taxes," which is effective for fiscal years beginning
after December 15, 2006, and clarifies the accounting for uncertainty in tax
positions. FIN 48 requires that we recognize the impact of a tax position in our
financial statements if that position is more likely than not of being sustained
on audit, based on the technical merits of the position. The cumulative effect
of the change in accounting principle is recorded as an adjustment to opening
retained earnings. We are currently evaluating the impact of the adoption of FIN
48 on our financial statements.

In June 2006, the EITF reached a consensus on Issue No. 06-03, "How Taxes
Collected from Customers and Remitted to Governmental Authorities Should Be
Presented in the Income Statement (That Is, Gross versus Net Presentation)" (
EITF 06-03). EITF 06-03 applies to taxes assessed by a governmental authority
that are directly imposed on a revenue-producing transaction between a seller
and a customer, and states that the presentation of such taxes on either a gross
basis (included in revenues and costs) or on a net basis (excluded from
revenues) is an accounting policy decision that should be disclosed.
Additionally, for such taxes reported on a gross basis, the amount of such taxes
should be disclosed in interim and annual financial statements if the amounts
are significant. The provisions of EITF 06-03 are effective for interim and
annual reporting periods beginning after December 15, 2006. The adoption of EITF
06-3 is not expected to have a material impact on the financial position,
results of operations or cash flows of AVP.

In March 2006, the FASB issued SFAS No.156, "Accounting for Servicing of
Financial Assets - an Amendment of FASB Statement No.140". SFAS 156 amends SFAS
140 to clarify the accounting for servicing assets and servicing liabilities.
Among other provisions, the new accounting standard requires all separately
recognized servicing assets and servicing liabilities to be initially measured
at fair value, if practicable. SFAS 156 is effective for the fiscal periods
beginning after September 15, 2006. The Company is currently evaluating the
effect that the adoption of SFAS 156 will have on its consolidated results of
operations and financial condition but expects it will not have a material
impact.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as defined in Item 303(c) of
Regulation S-B.

<PAGE>

                           PART II. OTHER INFORMATION


ITEM 6.   EXHIBITS

     31.1 - Certification of President Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

     31.2 - Certification of Chief Financial Officer Pursuant to Section 302 of
     the Sarbanes-Oxley Act of 2002

     32 - Certification of President and Chief Financial Officer Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002

<PAGE>

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Section 13 or 15 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 16 day of August
2006.

                                            AVP, INC.
                                            (Registrant)

                                            By: /s/  Andrew Reif
                                            -------------------
                                            Andrew Reif
                                            Chief Operating Officer and
                                            Chief Financial Officer