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

                               Amendment No. 2 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 March 31, 2005

                                       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 000-26454


                                    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 September 30, 2005, the Registrant had approximately 100,023,393
shares of common stock outstanding.



                                       1
<PAGE>

                                    AVP, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
PART I.   FINANCIAL INFORMATION............................................3

ITEM 1.   FINANCIAL STATEMENTS.............................................3

   Balance Sheet as of March 31, 2005
   (Unaudited).............................................................4

   Statements of Operations for
   the three months ended March 31, 2005 and 2004
   (Unaudited).............................................................5

   Statement of Changes in Stockholders' Equity for
   the three months ended March 31, 2005
   (Unaudited)............................................................ 6

   Statements of Cash Flows for
   the three months ended March 31, 2005 and 2004
   (Unaudited).............................................................7

   Notes to Financial Statements (Unaudited).............................. 9

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR
          PLAN OF OPERATION...............................................16

ITEM 3.   CONTROLS AND PROCEDURES.........................................20

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS...............................................20

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.......................21

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K................................21
</TABLE>





                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                    AVP, INC.
                          Index to Financial Statements
                           Period Ended March 31, 2005

                                                                          PAGES

Financial Statements

Unaudited Balance Sheet                                                     4

Unaudited Statements of Operations                                          5

Unaudited Statement of Changes in Stockholders' Equity                      6

Unaudited Statements of Cash Flows                                        7 - 8

Unaudited Notes to Financial Statements                                   9 - 15







                                       3
<PAGE>

                                    AVP, INC.
                                  Balance Sheet
                                 March 31, 2005
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               (As restated)
                                                                               ------------
<S>                                                                            <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                                   $  4,820,821
   Accounts receivable, net of
     allowance for doubtful accounts of $10,000                                   1,102,843
   Prepaid expenses                                                                 554,082
   Deferred commission-related party                                                190,004
                                                                               ------------
   TOTAL CURRENT ASSETS                                                           6,667,750
                                                                               ------------

PROPERTY AND EQUIPMENT, net                                                         316,986
                                                                               ------------

OTHER ASSETS
   Investment in sales-type lease                                                   604,078
   Other assets                                                                      45,228
                                                                               ------------
   TOTAL OTHER ASSETS                                                               649,306
                                                                               ------------
   TOTAL ASSETS                                                                $  7,634,042
                                                                               ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Current portion of long-term debt                                           $  1,330,070
   Accounts payable                                                                 479,177
   Accrued expenses                                                               1,215,861
   Accrued interest                                                                 260,502
   Deferred revenue                                                               3,294,897
                                                                               ------------
   TOTAL CURRENT LIABILITIES                                                      6,580,507
                                                                               ------------

OTHER LIABILITIES
   Long-term deferred revenue                                                       225,000
   Long-term debt - less current portion                                            683,334
                                                                               ------------
   TOTAL OTHER LIABILITIES                                                          908,334
                                                                               ------------
   TOTAL LIABILITIES                                                              7,488,841
                                                                               ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

   Preferred stock, 2,000,000 shares authorized:

      Series A convertible preferred stock, $.001 par value, 1,000,000
        shares authorized, no shares issued and outstanding                              --

      Series B convertible preferred stock, $.001 par value, 250,000
        shares authorized, 147,364 shares issued and outstanding                        147

   Common stock, $.001 par value, 300,000,000 shares authorized,
     92,502,057 shares issued and outstanding                                        92,502

   Additional paid-in capital                                                    28,769,660

   Accumulated deficit                                                          (28,717,108)
                                                                               ------------
   TOTAL STOCKHOLDERS' EQUITY                                                       145,201
                                                                               ------------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $  7,634,042
                                                                               ============
</TABLE>

                        See notes to financial statements



                                       4

<PAGE>

                                    AVP, INC.
                            Statements of Operations
                   Three Months Ended March 31, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   2005              2004
                                               ------------      ------------
<S>                                            <C>               <C>
REVENUE
     Sponsorships                              $         --      $         --
     Other                                          103,956            52,698
                                               ------------      ------------
     TOTAL REVENUE                                  103,956            52,698
EVENT COSTS                                              --                --
                                               ------------      ------------
     Gross Profit                                   103,956            52,698
                                               ------------      ------------
OPERATING EXPENSES
     Marketing                                      411,600           328,985
     Administrative                               4,518,384           677,653
                                               ------------      ------------
     TOTAL OPERATING EXPENSES                     4,929,984         1,006,638
                                               ------------      ------------
     OPERATING LOSS                              (4,826,028)         (953,940)
                                               ------------      ------------
OTHER INCOME (EXPENSE)
     Interest expense                               (70,558)          (38,000)
     Interest income                                 15,356            24,517
                                               ------------      ------------
     TOTAL OTHER INCOME (EXPENSE)                   (55,202)          (13,483)
                                               ------------      ------------
     LOSS BEFORE INCOME TAXES                    (4,881,230)         (967,423)
INCOME TAXES                                             --                --
                                               ------------      ------------
     NET LOSS                                  $ (4,881,230)     $   (967,423)
                                               ============      ============
Basic and diluted loss per share               $      (0.10)     $      (0.03)
                                               ============      ============
Weighted average common shares outstanding
                                                 51,357,131        29,738,610
                                               ============      ============
</TABLE>



                        See notes to financial statements

                                       5
<PAGE>

                                    AVP, INC.
                  Statement of Changes in Stockholders' Equity
                        Three Months Ended March 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Series A                         Series B
                                                 Preferred Stock                 Preferred Stock
                                          ----------------------------    ----------------------------


                                             Shares          Amount          Shares          Amount
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>

Balance, January 1, 2005 (As
previously reported)                                --    $         --              --    $         --

Restatement adjustment (Net of tax)                 --              --              --              --
                                          ------------    ------------    ------------    ------------
Balance, January 1, 2005 (As restated)              --              --              --              --

Merger of AVP, Inc. into the
Association ("the reverse merger")                  --              --              --              --

Conversion of 10% convertible notes
payable                                             --              --              --              --

Conversion of redeemable preferred
stock                                               --              --              --              --

Private placement units (net of
offering costs of $753,038)                         --              --         147,364             147

Consulting expense from issuance of
warrants                                            --              --              --              --

Net loss                                            --              --              --              --
                                          ------------    ------------    ------------    ------------
Balance, March 31, 2005                              --    $         --         147,364    $        147
                                          ============    ============    ============    ============



<CAPTION>
                                                 Common Stock
                                          ----------------------------
                                                                            Additional                          Total
                                                                             Paid-in        Accumulated     Stockholders'
                                             Shares          Amount          Capital          Deficit          Equity
                                          ------------    ------------    ------------     ------------     ------------
<S>                                       <C>             <C>             <C>              <C>              <C>

Balance, January 1, 2005 (As
previously reported)                        29,738,610    $     29,738    $    969,574     $ (8,713,950)    $ (7,714,638)

Restatement adjustment (Net of tax)                 --              --      15,121,928      (15,121,928)              --
                                          ------------    ------------    ------------     ------------     ------------
Balance, January 1, 2005 (As restated)      29,738,610          29,738      16,091,502      (23,835,878)      (7,714,638)

Merger of AVP, Inc. into the
Association ("the reverse merger")          22,514,742          22,515        (974,439)              --         (951,924)

Conversion of 10% convertible notes
payable                                     17,076,825          17,077       2,273,271               --        2,290,348

Conversion of redeemable preferred
stock                                       23,171,880          23,172       3,634,428               --        3,657,600

Private placement units (net of
offering costs of $753,038)                         --              --       4,246,876               --        4,247,023

Consulting expense from issuance of
warrants                                            --              --       3,498,022               --        3,498,022

Net loss                                            --              --              --       (4,881,230)      (4,881,230)
                                          ------------    ------------    ------------     ------------     ------------
Balance, March 31, 2005                     92,502,057    $     92,502    $ 28,769,660     $(28,717,108)    $    145,201
                                          ============    ============    ============     ============     ============
</TABLE>


                        See notes to financial statements


                                       6
<PAGE>

                                    AVP, INC.
                            Statements of Cash Flows
                   Three Months Ended March 31, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               2005             2004
                                                                            -----------      -----------
<S>                                                                         <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                               $(4,881,230)     $  (967,423)
     Adjustments to reconcile net loss to net cash flows from operating
       activities:
         Depreciation and amortization of property and equipment                 22,101            4,993
         Other amortization                                                       2,011               --
         Amortization of deferred commissions                                    63,335           73,726
         Consulting expense from issuance of warrants                         3,498,022               --
     Decrease (increase) in operating assets:
         Accounts receivable                                                   (453,706)        (328,430)
         Investment in and due from joint venture                                    --          291,084
         Prepaid expenses                                                      (527,476)        (275,767)
         Other assets                                                            (4,500)          (5,028)
     Increase (decrease) in operating liabilities:
         Accounts payable                                                       164,381         (509,342)
         Accrued expenses                                                       251,555         (317,196)
         Accrued officer compensation                                           (43,208)         169,230
         Accrued interest                                                       (56,127)         157,698
         Deferred revenue                                                     2,969,847        2,253,986
                                                                            -----------      -----------
         NET CASH FLOWS FROM OPERATING ACTIVITIES                             1,005,005          547,530
                                                                            -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in property and equipment                                      (137,384)         (14,497)
     Investment in sales-type lease                                              24,244           21,967
                                                                            -----------      -----------
         NET CASH FLOWS FROM INVESTING ACTIVITIES                              (113,140)           7,470
                                                                            -----------      -----------
</TABLE>


                        See notes to financial statements


                                       7
<PAGE>

                                    AVP, INC.
                            Statements of Cash Flows
                   Three Months Ended March 31, 2005 and 2004
                                   (Unaudited)
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                              2005             2004
                                                                          -----------      -----------
<S>                                                                       <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from sale of capital stock                                  $ 5,000,061      $        --
     Offering costs                                                          (753,038)              --
     Debt repayments                                                         (950,000)              --
                                                                          -----------      -----------
         NET CASH FLOWS FROM FINANCING ACTIVITIES                           3,297,023               --
                                                                          -----------      -----------
         NET INCREASE IN CASH AND CASH EQUIVALENTS                          4,188,888          555,000

         CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       631,933           71,056
                                                                          -----------      -----------
         CASH AND CASH EQUIVALENTS, END OF PERIOD                         $ 4,820,821      $   626,056
                                                                          ===========      ===========

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION
     Cash paid during the period for:
     Interest                                                             $        --      $        --
                                                                          -----------      -----------
     Income taxes                                                                  --               --
                                                                          -----------      -----------
SUPPLEMENTAL DISCLOSURE OF NON-CASH
  INVESTING AND FINANCING INFORMATION
     Net liabilities assumed in merger
         Cash                                                             $     4,217      $        --
         Accounts payable                                                    (261,857)              --
         Accrued expenses                                                    (173,934)              --
                                                                          -----------      -----------
                                                                             (431,574)              --
                                                                          -----------      -----------
     Conversion of Association redeemable preferred stock into common
       stock                                                                3,657,600               --
                                                                          -----------      -----------
     Conversion of 10% convertible notes payable into common stock          2,290,348               --
                                                                          -----------      -----------
</TABLE>


                        See notes to financial statements



                                       8
<PAGE>

                                    AVP, INC.

                          Notes to Financial Statements
                                   (Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of AVP, Inc. have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
and notes thereto contained in AVP, Inc.'s latest Annual Report filed with the
SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
2004, as reported in the Form 10-KSB as previously filed with the SEC, have been
omitted.

2. RESTATEMENT OF FINANCIAL STATEMENTS

Subsequent to December 31, 2004, management determined that the method of
recording and reporting the merger in 2003 with Digital Media Campus, Inc.
should have been reported as a transfer between entities under common control as
if the merger had occurred January 1, 2003. As a result, AVP restated its
financial statements for the year ended December 31, 2004.

The following table identifies the adjustments made to the previously released
March 31, 2005 unaudited financial statements as a result of the restatement.

          Increase in additional paid-in capital          $ 15,121,928
          Increase in accumulated deficit                  (15,121,928)
                                                          ------------
          Net equity adjustment                           $         --
                                                          ============


The following provides comparative financial statement information as restated
compared to that previously reported.

<TABLE>
<CAPTION>
                                                                                  (As previously
                                                                                      reported)      (As restated)
                                                                                    ------------      ------------
<S>                                                                               <C>                 <C>
STOCKHOLDERS' EQUITY

     Preferred stock, 2,000,000 shares authorized:

        Series A convertible preferred stock, $.001 par value, 1,000,000 shares
          authorized, no shares issued and outstanding                              $         --      $         --

        Series B convertible preferred stock, $.001 par value, 250,000
          shares authorized, 147,364 shares issued and outstanding                           147               147

     Common stock, $.001 par value, 300,000,000 shares authorized,
       92,502,057 shares issued and outstanding                                           92,502            92,502

     Additional paid-in capital                                                       13,647,732        28,769,660

     Accumulated deficit                                                             (13,595,180)      (28,717,108)
                                                                                    ------------      ------------
     TOTAL STOCKHOLDERS' EQUITY                                                     $    145,201      $    145,201
                                                                                    ============      ============
</TABLE>




                                       9
<PAGE>

                                    AVP, INC.

                          Notes to Financial Statements
                                   (Unaudited)

3. MERGER

On February 28, 2005, upon filing a certificate of merger with the Delaware
Secretary of State, a wholly owned subsidiary of AVP, Inc. ("AVP") named Othnet
Merger Sub, Inc., a Delaware corporation, and AVP Pro Beach Volleyball Tour,
Inc., a Delaware corporation (the "Association"), consummated a merger pursuant
to an Agreement and Plan of Merger dated as of June 29, 2004, as amended. As a
result of the merger, the Association, which survived the merger, became AVP's
wholly owned subsidiary, and AVP issued to Association stockholders common
stock.

In the second half of 2004, AVP issued $2,360,000 principal amount of 10%
convertible notes and, as required by the merger agreement, loaned $2,000,000 of
the proceeds of the notes to the Association (the notes were issued in units
that included common stock and common stock purchase warrants). It was a
condition to the closing of the merger, among other things, that at least
$2,000,000 principal amount of the notes (and accrued interest) be converted
into common stock. Another condition was the closing of a private placement of
units of Series B Convertible Preferred Stock and common stock purchase
warrants, gross proceeds of which was $5,000,061, concurrently with the merger
closing.

Each share of Series B preferred stock is convertible into 243 shares of AVP
common stock and carries the number of votes that equals the number of shares
into which it is convertible.

In accordance with the merger agreement, the outstanding shares of the
Association's common stock were converted into 29,738,610 shares of AVP common
stock. The Association also had outstanding options and warrants that, as a
result of the merger agreement, now represent the right to purchase 88,428,387
shares of the AVP common stock.

As part of the merger, the Association's preferred stockholders converted
$3,657,600 of redeemable preferred stock into 23,171,880 shares of AVP common
stock. In addition, as part of the merger, holders of the 10% convertible notes
converted them into 17,076,825 shares of AVP common stock. Concurrent with the
merger, AVP raised through private placement $5,000,061 of private placement
units representing 147,364 shares of Series B Convertible Preferred Stock,
exchangeable for 35,809,452 shares of AVP common stock.

An Association note holder has indicated its intention to exercise its option to
convert its $1,000,000 note payable into 11,292,614 shares of AVP common stock.

In conjunction with the merger, AVP was obligated to issue warrants to purchase
56,775,904 shares of common stock as consideration for services that facilitated
the merger.

As a result of the merger, AVP has 92,502,057 shares of common stock outstanding
as of March 31, 2005 and will have outstanding stock options and warrants to
acquire AVP common stock aggregating 154,724,733 shares.



                                       10
<PAGE>

                                    AVP, INC.

                          Notes to Financial Statements
                                   (Unaudited)

3. MERGER (Continued)

Upon consummation of the merger and the private offering, the Association's
former stockholders held common stock entitling them to cast 58.22% of votes
entitled to be cast at an election of AVP directors; the Association's executive
officers became AVP's executive officers, and Association designees hold five of
six Board of Directors seats.

Accordingly, the Association, which was the acquired entity, from the legal
standpoint, is the acquirer from the accounting standpoint, and AVP is the
accounting acquiree.

Because AVP was a publicly traded shell corporation at the time of the merger,
the transaction is being accounted for as a capital transaction, the equivalent
of AVP's issuing stock for the Association's net assets, accompanied by a
recapitalization of AVP. The accounting is identical to that resulting from a
reverse acquisition, except that there are no adjustments to the historic
carrying values of the assets and liabilities of the Association.

AVP agreed to register for resale the shares of common stock underlying the
Series B preferred stock. The agreement provided that if a registration
statement is not filed by April 15, 2005 or did not become effective by June 28,
2005, AVP must pay a penalty to the Series B preferred stock stockholder of
approximately $50,000 for each month that the penalty condition is not
satisfied, until August 28, 2005, when the monthly penalty increases to $100,000
for each month. The registration statement became effective on November 1, 2005
and, accordingly, AVP incurred $311,505 in penalties.

On August 23, 2005 the stockholders gave approval to amend the Articles of
Incorporation increasing the number of authorized shares of common stock to
300,000,000 shares and to effect a 1 for 10 reverse stock split. AVP expects to
effect the 1 for 10 reverse stock split within 60 days from the effective date
of the registration statement.

As such, for all disclosures referencing shares authorized and issued, shares
reserved for issuance, per share amounts and other disclosures relating to
equity, amounts have been retroactively restated to reflect share quantities as
altered by the terms of the merger agreements and the authorization of
additional shares.

4. RESCISSION OFFER

Options granted in 2004 to AVP players under AVP's 2002 Stock Option Plan were
not exempt from registration or qualification under federal and state securities
laws and AVP did not obtain the required registrations or qualifications. As a
result, AVP intends to make a rescission offer to the holders of these options
beginning approximately 30 days after the effective date of its registration
statement. If this rescission is accepted, AVP could be required to make
aggregate payments to the holders of options of up to $240,000, which includes
statutory interest, based on options outstanding as of June 30, 2005. If any or
all of the offerees reject the rescission offer, AVP may continue to be liable
for this amount under federal and state securities laws. As management believes
there is only a remote likelihood the rescission offer will be accepted by any
of the option holders in an amount that would result in a material expenditure
by AVP, no liability has been recorded. Management does not believe that this
rescission offer will have a material effect on AVP's financial position,
results of operations or cash flows.



                                       11
<PAGE>

                                    AVP, INC.

                          Notes to Financial Statements
                                   (Unaudited)

5. NET LOSS PER BASIC AND DILUTED SHARE OF COMMON STOCK

Basic earnings (loss) per share is calculated using the average number of common
shares outstanding. Diluted earnings (loss) per share is computed on the basis
of the average number of common shares outstanding during the period increased
by the dilutive effect of outstanding stock options using the "treasury stock"
method. Options and other incremental shares to purchase 157,584,203 and
115,365,047 shares of common stock at March 31, 2005 and 2004, respectively,
were excluded from the computation of diluted earnings (loss) per share as their
effect would be anti-dilutive.

6. STOCK OPTIONS

AVP adopted SFAS No. 148 effective for the year ended December 31, 2002, and has
elected to continue to account for its stock-based compensation in accordance
with the provisions of APB No. 25, Accounting for Stock Issued to Employees.
Under APB 25, compensation expense is recognized over the vesting period based
on the excess of the fair market value over the exercise price on the grant
date.

If AVP had elected to recognize compensation expense based upon the fair value
at the grant date for awards under its stock-based compensation plans consistent
with the methodology prescribed by SFAS No. 123, AVP's net loss would increase
to the following pro forma amounts:

<TABLE>
<CAPTION>
                                                              Three Months Ended March 31,
                                                              ----------------------------
                                                                 2005             2004
                                                              -----------      -----------
<S>                                                           <C>              <C>
Net loss applicable to common stockholders, as reported       $(4,881,230)     $  (967,423)

Less stock based employee compensation expense determined
  under fair-value-based methods for all awards, net of
  related tax effects                                                  --          (33,322)
                                                              -----------      -----------
Pro forma loss                                                $(4,881,230)     $(1,000,745)
                                                              ===========      ===========
Net loss per share of common stock:

Basic and diluted
     As reported                                              $     (0.10)     $     (0.03)
                                                              ===========      ===========
     Pro forma                                                $     (0.10)     $     (0.03)
                                                              ===========      ===========
</TABLE>

The fair value for these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following assumptions for the three
months ended March 31, 2005 and 2004:

                                                 Three Months Ended March 31,
                                               -------------------------------
                                                   2005               2004
                                               ------------      -------------
       Risk-free interest rate                 3.66 - 3.93%       3.86 - 4.19%
       Expected life                              4 years        4 to 10 years
       Expected volatility                           100%             0%
       Expected dividend yield                        0%               0%




                                       12
<PAGE>
                                    AVP, INC.

                          Notes to Financial Statements
                                   (Unaudited)

6. STOCK OPTIONS (CONTINUED)

The following table contains information on the stock options for the period
ended March 31, 2005 and the year ended December 31, 2004. The outstanding
options expire from December 31, 2005 to September 1, 2013.

<TABLE>
<CAPTION>
                                              Number of   Weighted Average
                                               Shares       Exercise Price
                                             ----------     ----------
<S>                                          <C>          <C>
Options outstanding at January 1, 2004       77,744,235     $     0.02
     Granted                                  7,654,849           0.16
     Exercised                                       --             --
     Cancelled                                       --             --
                                             ----------     ----------
Options outstanding at December 31, 2004     85,399,084           0.03
     Granted                                     95,950           0.22
     Converted Othnet options                 2,004,284           0.25
     Exercised                                       --             --
     Cancelled                                       --             --
                                             ----------     ----------
Options outstanding at March 31, 2005        87,499,318     $     0.04
                                             ==========     ==========
</TABLE>

The weighted average fair value of options granted was $-0- in 2005 and $-0- in
2004.

The following table summarizes information about AVP's stock-based compensation
plan at March 31, 2005:

Options outstanding and exercisable by price range as of March 31, 2005:

<TABLE>
<CAPTION>
                           Options Outstanding               Options Exercisable
                  --------------------------------------   ----------------------
                                  Weighted
                                   Average
                                  Remaining     Weighted                 Weighted
                                 Contractual    Average                  Average
Range of            Number         Life in      Exercise     Number      Exercise
Exercise Prices   Outstanding       Years        Price     Exercisable    Price
---------------   -----------   -------------   --------   -----------   --------
<S>               <C>           <C>             <C>        <C>           <C>
$.00 - .03         61,189,433             4.8   $   0.00    61,189,433   $   0.00
 .03 - .09         16,554,802             8.4       0.08     8,426,174       0.07
 .09 - .16          7,654,849             4.1       0.16     6,932,480       0.16
 .17 - .25          2,100,234             3.9       0.25     2,100,234       0.25
---------------   -----------   -------------   --------   -----------   --------
$.00 - .25         87,499,318             5.4   $   0.04    78,648,321   $   0.03
===============   ===========   =============   ========   ===========   ========
</TABLE>


In connection with stock options granted to employees to purchase common stock,
AVP recorded no stock-based compensation expense for the periods ended March 31,
2005 and March 31, 2004.

                               Other Stock Options

Non-qualified stock options granted to other individuals total 22,982,819 shares
and expire from June 2006 to June 2010.


                                       13
<PAGE>

                                    AVP, INC.

                          Notes to Financial Statements
                                   (Unaudited)

6. STOCK OPTIONS (CONTINUED)

The following table contains information on all of AVP's non-plan stock options
for the period ended March 31, 2005 and the year ended December 31, 2004.

                                           Number of    Weighted Average
                                             Shares      Exercise Price
                                           ----------   ----------------
Options outstanding at January 1, 2004      3,029,303   $           0.03
     Granted                                       --                 --
     Exercised                                     --                 --
     Cancelled                                     --                 --
                                           ----------   ----------------
Options outstanding at December 31, 2004    3,029,303               0.03
     Granted                               12,667,944               0.39
     Converted Othnet options               7,285,572               0.24
     Exercised                                     --                 --
     Cancelled                                     --                 --
                                           ----------   ----------------
Options outstanding at March 31, 2005      22,982,819   $           0.30
                                           ==========   ================


The weighted average fair value of options granted was $0.25 in 2005 and -0- in
2004.

The following table summarizes information about AVP's non-qualified stock
options at March 31, 2005:

Options outstanding and exercisable by price range as of March 31, 2005:

<TABLE>
<CAPTION>
                           Options Outstanding               Options Exercisable
                  --------------------------------------   ----------------------
                                  Weighted
                                   Average      Weighted                 Weighted
                                  Remaining     Average                  Average
Range of            Number       Contractual    Exercise     Number      Exercise
Exercise Prices   Outstanding   Life in Years    Price     Exercisable    Price
---------------   -----------   -------------   --------   -----------   --------
<S>               <C>           <C>             <C>        <C>           <C>
$ .03 - 0.15        6,610,248             5.0   $   0.09     6,610,248   $   0.09
  .16 - 0.34        6,969,244             2.0       0.22     6,969,244       0.22
  .35 - 0.50        9,403,327             4.7       0.50     9,403,327       0.45
---------------   -----------   -------------   --------   -----------   --------
$ .03 - 0.50       22,982,819             4.0   $   0.30    22,982,819   $   0.30
===============   ===========   =============   ========   ===========   ========
</TABLE>


In connection with stock options granted to non-employees to purchase common
stock as a result of the private placement, AVP recorded consulting expense of
$3,498,022 for the period ended March 31, 2005 and $ -0- for the period ended
March 31, 2004. Such amounts represent, for each non-employee stock option, the
valuation under SFAS 123 on the date of the grant.


                                       14
<PAGE>

                                    AVP, INC.

                          Notes to Financial Statements
                                   (Unaudited)

7. COMMITMENTS AND CONTINGENCIES

                                 Operating Lease

AVP is obligated under a noncancellable operating lease for its office
facilities. The lease expires March 31, 2010 subject to a five-year renewal
option.

The future minimum rental payments, excluding cost escalations, as of March 31,
2005 are as follows:

Years Ending December 31,
-------------------------
2005                        $  242,000
2006                           329,000
2007                           338,000
2008                           347,000
2009                           356,000
Thereafter                      91,000
                            ----------
Total                       $1,703,000
                            ==========


                             Officer Indemnification

Under the organizational documents, AVP's directors are indemnified against
certain liabilities arising out of the performance of their duties to AVP. AVP
also has an insurance policy for its directors and officers to insure them
against liabilities arising from the performance of their duties required by
their positions with AVP. AVP's maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against AVP that
have not yet occurred. However, based on experience, AVP expects the risk of
loss to be remote.

                              Employment Agreements

AVP has entered into "at will" employment agreements with three officers. In
addition to base salary, the employment agreements provide for annual
performance bonuses and profit sharing bonuses. The performance bonuses range
from 30% to 50% of the respective officer's base salary. The performance bonuses
awarded, if any, will be based upon achieving certain milestones and targets as
determined by the Board of Directors' Compensation Committee. The employment
agreements also provide that AVP will set aside 10% of the net profits (as
defined by EBITDA or such other specification as determined by the Compensation
Committee) to establish a Profit Sharing Bonus Pool. The Compensation Committee
and the President will determine the allocation of the Profit Sharing Bonus Pool
among officers eligible to participate in the Profit Sharing Bonus Pool.


                                       15
<PAGE>

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

Background

AVP, Inc. was originally incorporated under the name Malone Road Investments,
Ltd., on August 6, 1990 in the Isle of Man. The corporation was redomesticated
in the Turks and Caicos Islands in 1992, and subsequently domesticated as a
Delaware corporation in 1994. Pursuant to Delaware law, the corporation is
deemed to have been incorporated in Delaware as of the date of its formation in
the Isle of Man. The Company changed its name to PL Brands, Inc. in 1994;
changed its name to Othnet, Inc. in March 2001; and changed its name to the
current one on March 9, 2005. AVP had no business operations other than to
attempt to locate and consummate a business combination with an operating
company since December 2001.

                                AVP Acquisition

On February 28, 2005, a wholly owned subsidiary of AVP and AVP Pro Beach
Volleyball Tour, Inc., f/k/a Association of Volleyball Professionals, Inc., a
Delaware corporation (the "Association"), consummated a merger pursuant to an
Agreement and Plan of Merger dated as of June 29, 2004, as amended. The name of
the subsidiary before it merged with the Association was Othnet Merger Sub, Inc.
As a result of the merger, the Association became AVP's wholly owned subsidiary,
and AVP issued to Association stockholders AVP common stock.

AVP's Business

AVP owns and operates professional beach volleyball events in the United States
through its wholly owned subsidiary, the Association. AVP's revenue comes from
national, regional, and local sponsorships; ticket sales (admissions), Beach
Club (corporate hospitality) sales, food and beverage sales, and merchandise
sales; trademark licensing; and other ancillary sources.

AVP produced 12 men's and 12 women's professional beach volleyball tournaments
throughout the United States in 2004. AVP has more than 125 of the top
professional players under exclusive contracts, as well as a sizable and growing
base of spectators and television viewers that represents an attractive audience
for national, regional, and local sponsors. AVP has scheduled 14 events for
April through October 2005, to be held in Fort Lauderdale, FL; Tempe, AZ;
Austin, TX; Santa Barbara, CA; San Diego, CA; Belmar, NJ; Hermosa Beach, CA;
Huntington Beach, CA; Manhattan Beach, CA; Chicago, IL; Las Vegas, NV; Oahu, HA;
Cincinnati, OH; and Boulder, CO. The tournaments are returning to each city in
which events were held in 2004; the Cincinnati and Boulder events are new for
2005.

AVP's beach volleyball tournament season customarily commences in early April
and continues until late September or early October.

Restatement of Financial Statements

Subsequent to December 31, 2004, management determined that the method of
recording and reporting the merger in 2003 with Digital Media Campus, Inc. (DMC)
should have been reported as a transfer between entities under common control as
if the merger had occurred January 1, 2003. As a result, AVP restated its
financial statements for the years ended December 31, 2004 and 2003. The net
effect of the restatement had no effect on AVP's stockholders' equity.

The following table identifies the adjustments made to the previously released
March 31, 2005 unaudited financial statements as a result of the restatement.

Increase in additional paid-in capital   $ 15,121,928
Increase in accumulated deficit           (15,121,928)
                                         ------------
Net equity adjustment                    $         --
                                         ============


                                       16
<PAGE>

Results of Operations

Results of Operations                           % Revenue
                        Three Months           Three Months
                       Ended March 31,        Ended March 31,
                 ------------------------    ----------------
                     2005          2004       2005       2004
                 -----------    ---------    ------     ------
Operating Loss   $(4,826,028)   $(953,940)   (4,642)%   (1,810)%
Net Loss         $(4,881,230)   $(967,423)   (4,695)%   (1,836)%


The 406% increase in quarterly operating loss primarily reflects a $3,498,022
charge to consulting expense as a result of non-employee warrants valued under
SFAS 123. In addition, there are merger-related legal costs, SEC reporting
requirements costs, and consulting fees payable in connection with the merger
and miscellaneous other expenses as well as budgeted 2005 salary increases which
contributed to the increase in the quarterly operating loss for the three months
ended March 31, 2005.

Revenue

The following chart reflects comparative revenues with respect to 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 revenue pro rata over each event during the tour season
as the events occur and collection is reasonably assured. AVP's beach volleyball
tournament season customarily commences in early April and continues until late
September or early October. AVP did not produce any beach volleyball events in
the first quarter of 2005 or 2004. Accordingly, AVP did not recognize any
sponsorship revenue or activation fees in the quarters ended March 31, 2005 and
2004.

--------------------------------------------------------------------------------
                                Summary Revenue
--------------------------------------------------------------------------------

                            Three Months
                           Ended March 31,
                        --------------------   Percentage
                           2005       2004      Increase
                        ---------   --------   ----------
Sponsorship             $      --   $     --           --
Activation Fees                --         --           --
Local Revenue                  --         --           --
Miscellaneous Revenue     103,956     52,698           97%
                        ---------   --------   ----------
Total Revenue           $ 103,956   $ 52,698           97%
                        =========   ========   ==========


The increase in revenue primarily reflects an increase in trademark licensing
revenue relating to AVP's volleyball license agreement with Wilson Sporting
Goods. AVP and Wilson entered into a new license agreement effective January 1,
2005 which provided for an increase in the royalty and minimum guarantee payable
to AVP in connection with volleyball sales.


                                       17
<PAGE>

Operating Expenses

------------------------------------------   -----------------------------
            Summary Costs                              % Revenue
------------------------------------------   -----------------------------
                                                Three
                                                Months         (Increase)
                         Three Months           Ended         Decrease as
                        Ended March 31,        March 31,     % of Revenue
                      2005         2004      2005    2004    2005 vs. 2004
                   ----------   ----------  -----    -----   -------------
Event Costs        $       --   $       --       0%      0%             --
Administrative      4,518,384      677,653   4,346%  1,286%         (3,060)%
Marketing             411,600      328,985     396%    624%            228%
Interest Expense       70,558       38,000      68%     72%              4%
                   ----------   ----------   -----   -----   -------------
Total Costs        $5,000,542   $1,044,638   4,810%  1,982%         (2,828)%
                   ==========   ==========   =====   =====   =============


Event costs include the direct costs of producing an event and costs related to
television airing of broadcasted events. 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 deferred costs and expensed at the time the
event occurs. Since no event took place in the quarters ended March 31, 2005 and
2004, no event costs were recognized.

The increase in administrative costs of $3,840,731 (or 567%) primarily reflects
a $3,498,022 charge to consulting expense as a result of non-employee warrants
valued under SFAS 123 for warrants granted on February 28, 2005 as a result of
the merger. In addition, the increase in administrative costs include
merger-related legal costs, SEC reporting requirements costs, consulting fees
payable in connection with the merger aggregating $130,000 and budgeted 2005
salary increases.

The increase in marketing costs of $82,615 (or 25%) primarily reflects an
outside third party public relations agency engaged by AVP in January 2005.

The increase in interest expense of $32,558 (or 86%) is due to the interest
incurred in connection with the $2,000,000 loan that AVP made to the Association
in 2004.

--------------------------------------------------------------------------------
                      Depreciation and Amortization Expense
--------------------------------------------------------------------------------
                            Three Months
                           Ended March 31,   Percentage
                        --------------------  Increase
                         2005       2004     (Decrease)
                       --------   --------   ----------
Depreciation Expense   $ 22,101   $  4,993          343%
Amortization Expense     65,346     73,726          (11)%
                       --------   --------   ----------
Total                  $ 87,447   $ 78,719           11%
                       ========   ========   ==========


                                       18
<PAGE>

The increase in depreciation expense of $17,108 resulted from an increase in
depreciable assets, including banners and flags and equipment; information
technology equipment (e.g., servers); activation equipment (e.g., kiosks and
digital information screens); and leasehold improvements (e.g., installation of
an air conditioning unit in AVP's server room).

Liquidity and Capital Resources

Cash flows from operating activities for the three months ended March 31, 2005
and 2004 were $1,005,005 and $547,530, respectively. Working capital, consisting
of current assets less current liabilities, was $87,243 at March 31, 2005 and
$(1,624,706) at March 31, 2004.

Cash flows provided from financing activities for the three months ended March
31, 2005 and 2004 were $3,297,023 and $0, respectively. As a result of the
consummation of the $5,000,061 private placement Series B Convertible Preferred
Stock on February 28, 2005, AVP realized net proceeds of $4,247,023. AVP repaid
$950,000 on a note payable owed to Management Plus Enterprises, Inc., a related
party, in connection with sponsorship sales services.

Capital expenditures for the three months ended March 31, 2005 and 2004 were
$137,384 and $14,497, respectively. During the three months ended March 31,
2005, AVP purchased banners and flags and a trailer in preparation for the 2005
tour season, as well as, computer equipment.

In June 2004, the Association borrowed $2,000,000 from AVP, at an interest rate
of 10% per annum. As part of the merger, this liability was converted to equity.
In addition, NBC and Fox had the right to put their Series A preferred stock
investment back to the Association at the end of the 2005 and 2006 seasons for
the amount of their respective investments. Prior to the merger, both NBC and
Fox agreed to waive their put rights and converted the Association preferred
stock holdings aggregating $3,657,600 into AVP common stock.

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 revenue
pro rata over each event during the tour season as the events occur and
collection is reasonably assured. 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 prior to their respective events are
recorded as deferred costs and expensed at the time the event occurs.

Income Taxes

AVP provides deferred income taxes to reflect the impact of temporary
differences between the recorded amounts of assets and liabilities for financial
reporting purposes and such amounts as measured by tax laws and regulations.
Temporary differences result from differences between the amounts reported for
financial statement purposes and corresponding amounts for tax purposes.
Deferred income tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.

Off-Balance Sheet Arrangements

As part of its ongoing business, AVP does not participate in transactions with
unconsolidated entities such as special purpose entities or structured finance
entities, which would have been established for the purpose of facilitating
off-balance sheet arrangements or other limited purposes.


                                       19
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

AVP's management has evaluated, with the participation of its principal
executive and financial officers, the effectiveness of AVP's disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of
the end of the period covered by this report. Based on this evaluation, these
officers have concluded, subject to the following paragraphs, that, as of
September 30, 2005, AVP's disclosure controls and procedures are effective to
provide reasonable assurance that information required to be disclosed by AVP in
reports that it files or submits under the Exchange Act is accumulated and
communicated to AVP's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.

Management determined that there were material weaknesses in its disclosure
controls and procedures with respect to recording and reporting of a business
combination in 2003 between companies under common control and in recording and
reporting capital transactions that resulted in conversions of preferred stock
to common stock in the second quarter of 2005. A material weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statement will not be prevented or detected. A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate, authorize, record, process
or report external financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a
misstatement of the company's annual or interim financial statement that is more
inconsequentially will not be prevented or detected.

Subsequent to December 31, 2004, it was determined that AVP did not have
adequate controls in place to properly record the merger in 2003 with Digital
Media Campus, Inc. in accordance with generally accepted accounting principles.
As a result, AVP has restated its financial statements for the years ended
December 31, 2004 and 2003 to reflect the correct accounting for the merger
transaction as a transfer between entities under common control. AVP was also
required to restate its quarterly financial statements for 2004 and all of its
annual and previously filed 2005 quarterly filings with the SEC as a result of
improperly accounting for the merger.

Subsequent to September 30, 2005, it was determined that AVP did not have
adequate controls in place to properly record capital transactions that had
occurred in the second quarter of 2005 in accordance with generally accepted
accounting principles. During the second quarter of 2005 certain Series B
preferred stockholders converted their Series B preferred stock into common
stock. However, the transactions were not properly recorded at the time they
occurred. As a result, AVP has restated its quarterly financial statements and
previously filed quarterly filings with the SEC for the period ended June 30,
2005 as a result of improperly accounting for these capital transactions.

AVP has taken steps to correct the material weaknesses identified through the
addition of additional personnel and professional consultants with enhanced
financial accounting and reporting experience and will continue to evaluate for
material weaknesses and will take all necessary action to correct the internal
control deficiencies so identified. AVP will also further develop and enhance
its internal control policies, procedures, systems and staff to allow it to
mitigate the risk that material accounting errors might go undetected and be
included in its financial statements.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.


                                       20
<PAGE>

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On February 28, 2005, the merger between AVP's wholly owned subsidiary, Othnet
Merger Sub, Inc., and the Association was consummated, as a result of which the
Association became AVP's wholly owned subsidiary, and the Association's former
stockholders were issued AVP Series A Convertible Preferred Stock, which will
convert automatically into common stock upon authorization of a sufficient
amount of common stock.

The 3rd through 7th paragraphs of Note 3 and the 4th paragraph through the end
of Note 6 of the Notes to Financial Statements are incorporated by reference.

Except as otherwise set forth below, the exchange of Association equity
securities for AVP equity securities was exempt pursuant to Section 4(2) of the
Securities Act.

Sale of units of Series B Convertible Preferred Stock and Common Stock Purchase
Warrants was exempt pursuant to Securities Act Rule 506. All investors were
accredited. The placement agent received a 10% commission on closing of the
$5,000,061 gross proceeds offering of the units.

The exchange of Association employee stock options for employee stock options to
purchase 1,631,235 shares of AVP Common Stock was exempt pursuant to Rule 701.

The material incorporated by reference contains information relating to options
to purchase 6,524,941 shares of Common Stock reserved for issuance to Tour
players, which will be issued pursuant to a Securities Act registration
statement. The material incorporated by reference also contains information
relating to warrants to purchase 53,771,332 shares to be granted pursuant to the
merger agreement; Section 4(2) of the Securities Act will be relied upon with
respect to such grant.

ITEM 3. 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


                                    SIGNATURE

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 18th day of
November, 2005.

                                    AVP, INC.
                                    (Registrant)

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


                                       21