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United States
Securities and Exchange Commission
Washington, D.C.  20549

FORM 15
 
Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934
 
000-26454
Commission File Number
 
AVP, Inc.
(Exact name of registrant as specified in its charter)
 
6100 Center Drive, Suite 900, Los Angeles, CA 90045
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Common Stock, par value $0.001  per share
(Title of each class of securities covered by this Form)
 
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
 
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
 
   
Rule 12g-4(a)(1)    x
Rule 12h-3(b)(1)(ii)         o  
Rule 12g-4(a)(2)    o
Rule 15d-6                       o
Rule 12h-3(b)(1)(i)        o
  
   
Approximate number of holders of record as of the certification or notice date: 292
 
Pursuant to the requirements of the Securities Exchange Act of 1934 AVP, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
     
       
Date: December 18, 2008     
By:
/s/ Jason Hodell  
   
Name: Jason Hodell
Title: Chief Financial Officer