SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549

CHANGE IN MAJORITY OF DIRECTORS

Information Pursuant to Rule 14f-1 under
the Securities Exchange Act of 1934

Amendment No.1

Commission File number: 005-79737
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AVP, INC.
(formerly known as Othnet, Inc.)
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(Exact name of registrant as specified in its charter)

DELAWARE 98-0142664
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(State of incorporation) (I.R.S. Employer
Identification Number)

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

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

AVP, INC.

CHANGE IN MAJORITY OF DIRECTORS
Information Pursuant to Rule 14f-1 under
the Securities Exchange Act of 1934
March 14, 2005
Amended and restated, March 24, 2005

On February 28, 2005, a wholly owned subsidiary of the registrant, AVP,
Inc., formerly known as Othnet, Inc. ("Othnet"), merged into AVP Pro Beach
Volleyball Tour, Inc., a Delaware corporation formerly known as Association of
Volleyball Professionals, Inc. ("AVP"), pursuant to an Agreement and Plan of
Merger dated June 29, 2004, as amended (the "Merger Agreement"). Before the
merger, the name of the wholly owned subsidiary that merged with AVP was Othnet
Merger Sub, Inc. As a result of the merger, AVP became Othnet's wholly owned
subsidiary; in exchange for their AVP common stock, AVP's former stockholders
received Othnet Series A Convertible Preferred Stock; and Othnet agreed pursuant
to the Merger Agreement to add six directors designated by AVP to Othnet's
board. A Securities and Exchange Commission rule requires the information
contained in this statement to be filed and distributed to stockholders before
the designation of directors becomes effective.

VOTING SECURITIES AND PRINCIPAL HOLDERS

On the date of this statement, Othnet's outstanding securities were
22,514,279 shares of Common Stock entitling their holders to cast one vote each;
334,485 shares of Series A Convertible Preferred Stock, entitling their holders
to cast 243 votes each; and 147,364 shares of Series B Convertible Preferred
Stock, entitling their holders to cast 243 votes each (2,430 votes each, until
Othnet's certificate of incorporation is amended to authorize sufficient common
stock for conversion of the Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock).

Security Ownership of Certain Beneficial Owners and Management

Othnet's management has been informed that, as of the date of this
statement, the persons identified in the table below owned beneficially the
Othnet amounts of voting securities and percentages of each class reflected in
the table. Except as otherwise specified, the named beneficial owner claims sole
investment and voting power as to the securities reflected.

Series A Convertible Series B Convertible
Preferred Stock(*) Preferred Stock Common Stock (1)
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Number Percent Number Percent Number Percent
of Shares of Class of Shares of Class of Shares of Class

Leonard Armato(2)(3) 73,901 11.71 -0- -0- 67,460,314 74.98
Bruce Binkow(2)(4) -0- -0- -0- -0- 15,450,001 40.70
Andrew Reif(2)(4) -0- -0- -0- -0- 7,867,917 25.90
Philip Guarascio(2)(4) -0- -0- -0- -0- 1,206,444 5.09
Scott Painter(2)(4) -0- -0- -0- -0- 1,206,444 5.09
Jeffrey Wattenberg(2)(5) -0- -0- -0- -0- 2,825,000 8.16
All directors and
executive officers as a
group, including those
named above (6 persons) 73,901 11.71 -0- -0- 95,191,127 80.87

Anschutz Entertainment Group, Inc.(6)
1100 South Flower Street, Suite 300
Los Angeles CA 90015 -0- -0- -0- -0- 11,292,696 33.40

BBVA(7)
Castellana, 81
Planta 22
Madrid, Spain 28046 -0- -0- 9,480 20.00 8,954,550 28.46

Crestview Capital Master LLC (8)
95 Revere Dr.
Suite A
Northbrook IL 60062 -0- -0- 9,472 20.00 8,952,120 28.45

Highbridge Int'l LLC(8)
Highbridge Capital Mgmt, LLC
9 West 57th St
27th Fl
New York NY 10019 -0- -0- 9,472 20.00 8,952,120 28.45

National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York NY 10112 26,280 7.86 -0- -0- 6,386,040 22.1

National Sports Partners
c/o Fox Sports Net
10201 W. Pico Blvd
Bldg. 101, Suite 5420
Los Angeles CA 90035 69,078 20.65 -0- -0- 16,785,954 42.7

* To be converted automatically into Common Stock upon authorization of
sufficient shares.

(1) Includes shares issuable upon conversion of Series A Convertible Preferred
Stock and Series B Convertible reflected in the table opposite the identified
person, as well as exercise of currently exercisable stock options or warrants
to acquire shares, as set forth in the succeeding notes. In accordance with SEC
rules, each owner's percentage is computed assuming conversion or exercise of
only that person's convertible securities, options, or warrants.

(2) Address is c/o AVP Pro Beach Volleyball Tour, Inc., 6100 Center Drive, Suite
900, Los Angeles CA 90045.

(3) Common Stock includes 49,540,720 shares issuable upon exercise of currently
exercisable stock options.

(4) All shares of Common Stock are issuable upon exercise of currently
exercisable stock options and warrants.

(5) Common Stock includes 2,000,000 shares issuable upon exercise of currently
exercisable stock options. Excludes unallocated shares underlying a warrant to
be granted to Mr. Wattenberg from among 15,588,186 shares reserved for grant of
such warrants.

(6) All shares of Common Stock are issuable upon conversion of a convertible
note.

(7) Common Stock includes 1,790,910 shares issuable upon exercise of a currently
exercisable warrant.

(8) Common Stock includes 1,790,424 shares issuable upon exercise of a currently
exercisable warrant.

Changes in Control

Pursuant to the Merger Agreement, on February 28, 2005, Mr. Jeffrey
Wattenberg, sole director and officer of Othnet, resigned his offices, except as
a director; elected the individuals identified below as executive officers; and
elected the individuals identified below as directors, effective 10 days from
the filing and mailing of the original version of this statement, i.e.,
effective March 25, 2005. As a result of his resignation and election of the
officers identified below, control of Othnet changed from Mr. Wattenberg, alone,
to him and the executive officers he elected. When the election of additional
directors becomes effective, Mr. Wattenberg, the other directors, and the
executive officers will control Othnet. The beneficial ownership of Othnet
voting securities of the foregoing individuals is set forth in the immediately
preceding table and notes. These individuals, other than Mr. Wattenberg,
received their securities in exchange for their AVP stock, pursuant to the
merger. Mr. Wattenberg received his securities from Othnet, as compensation.

DIRECTORS AND EXECUTIVE OFFICERS

Identification of Directors and Executive Officers

Before the merger, Jeffrey Wattenberg, age 49, had been president,
secretary, and director of Othnet since May 2002. For the last five years, he
has been a private investor and has served as an independent consultant to
various entities seeking to raise venture capital.

Leonard Armato, age 52, Chief Executive Officer and Tour Commissioner, has
been Chairman, Chief Executive Officer, Tour Commissioner and a director of AVP
since 2001. Previously, Mr. Armato was Chief Executive of Management Plus
Enterprises, Inc., a sports representation and marketing firm owned by Mr.
Armato. Mr. Armato founded Management Plus Enterprises ("MPE") in 1988. Upon
effectiveness of election of the additional directors, Mr. Armato will serve as
Chairman.

Andrew Reif, age 39, Chief Operating Officer, has been Chief Operating
Officer of AVP since 2001. Mr. Reif was Co-President of Baldwin/Cohen
Productions, a motion picture and television programming production company
overseeing the development and production of motion pictures and television
productions, from 1999 to 2000. From 1995 to 1999, Mr. Reif was a Vice President
at International Creative Management, a talent agency.

Bruce Binkow, age 48, Chief Marketing Officer, has been Chief Marketing
Officer and a director of AVP since 2001. From 1996, Mr. Binkow worked as
executive vice president at Management Plus Enterprises, Inc., a sports
representation and marketing firm owned by Mr. Armato. Previously, Mr. Binkow
was an Executive Vice President of Marketing at Playboy Enterprises, Inc. from
1987 to 1991.

Philip Guarascio, age 63, has been an AVP director since May 2002. He has
been an consultant for the National Football League since October 2000 and has
been a consultant for the William Morris Agency, a talent agency, since October
2001. In 2000, he retired as the Vice President of Marketing and Advertising for
General Motors' North American operations.

Scott Painter, age 37, has been an AVP director of AVP since May 2002. He
was a founder and former Chief Executive Officer of CarsDirect.com, an online
car dealership, from October 1998 to November 1999. Before then, Mr. Painter was
a Vice President and Director of Marketing of 1-800-DENTIST, a dentist referral
service, from 1995 to 1997, and Vice President of Marketing and Corporate
Development of 1-800-CAR-SEARCH, a new and used vehicle location and pricing
service, from 1992 to 1993.

The terms of all officer and director positions are one year and until
respective successors are elected and qualified. The additional directors have
agreed, for two years after the merger closing, to use their best efforts to
nominate Mr. Wattenberg as a director candidate, and Mr. Armato has agreed to
vote his shares for Mr. Wattenberg's election. AVP agreed, in the Merger
Agreement, to permit Corwin Corpuz to be an observer at board meetings for as
long as Mr. Wattenberg is elected a director.

Othnet has no audit, nominating, or compensation committee or committees
performing similar functions. Othnet's board of directors believes it
appropriate to have no nominating committee, because, inasmuch as the board
consists of one director, the board and the nominating committee would be the
same person.

The member of the board that would participate in any nominating process
is Jeffery Wattenberg. The board of directors has no charter with regard to any
nominating committee. Mr. Wattenberg is not independent as defined in Nasdaq
Stock Market rules. The board has no policy regarding consideration of any
director candidates recommended by security holders. The board considers it
appropriate for Othnet to not have such a policy, because Othnet has not
conducted a stockholders meeting for election of directors since 2001 and
planned to not conduct any, for so long as Othnet's business remained seeking a
party with which to complete a business combination. The board has established
no minimum qualifications that it believes must be met for director nominees or
process for identifying or evaluating director nominees, whether nominated by
the board or security holders.

The board had no meetings during the last fiscal year. Security holders
can send communications to the board by mail, telecopier, telephone or email. It
is the board's policy that all directors should attend annual meetings. There
was no annual meeting last year.

Certain Relationships and Related Transactions

MPE, wholly owned by Leonard Amato, Chief Executive Officer and Tour
Commissioner, and Othnet director-elect, entered an agreement with AVP in 2001
pursuant to which AVP engaged MPE to secure sponsorship agreements in return for
a commission. The agreement remained in place through December 31, 2002, and MPE
was projected to earn approximately $1.6 million in commissions through 2005
based on the sponsorships secured by MPE during the term of the agreement. In
2003, MPE assigned the agreement to MPE LLC, which AVP then acquired for a $1.4
million principal amount convertible promissory note, of which $950,000 has been
paid, including $250,000 paid from the proceeds of the Series B Preferred Stock,
and the remaining balance will be paid one year from the offering closing date.

AVP retained Scott Painter, an AVP director and Othnet director-elect, as
a financial advisor regarding AVP's operations and fund-raising efforts. For his
services, Mr. Painter received $150,000 in cash and will receive a warrant to
purchase 5,272,132 shares of Othnet Common Stock described under Executive
Compensation.

At the closing, AVP agreed to engage a business concern of which director
and former sole officer Mr. Wattenberg is a principal as a consultant for one
year for a $240,000 annual fee.

NBC distributes AVP programming on broadcast television, and Fox
distributes AVP programming on cable television. NBC and Fox own Othnet Series A
Preferred Stock convertible into 22.%1 and 42.7%, respectively, of the Othnet
Common Stock that would be outstanding following such conversion (assuming
conversion of only their Series A shares), which Othnet has agreed to register
for resale at the same that Othnet registers the Common Stock underlying the
Series B Convertible Preferred Stock for resale.

Compliance with Section 16(a) of the Exchange Act.

Not applicable.

Executive Compensation

The following summary compensation tables set forth information concerning the
annual and long-term compensation for services in all capacities to Othnet for
the fiscal years ended April 30, 2004, April 30, 2003 and April 30, 2002, of
those persons who were, at April 30, 2004 (i) the chief executive officer and
(ii) the other most highly compensated executive officers of the Company, whose
annual base salary and bonus compensation was in excess of $100,000 (the named
executive officers):

Summary Compensation Table

Annual
Compensation

Name and Principal Fiscal
Position Year Salary Bonus

Jeffrey Wattenberg(1) 2004 $40,000 $ 0
President and Chief 2003 $ 0 $ 0
Executive Officer 2002 $ 0 $ 0

Long-Term
Compensation

Restricted Shares
Name and Principal Fiscal Stock Underlying
Position Year Awards Options

Jeffrey Wattenberg(1) 2004 0 2,000,000(2)
President and Chief 2003 825,000(3) 0
Executive Officer 2002 0 0

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(1) Mr. Wattenberg became President and Chief Executive Officer in May 2002.
Prior thereto, he was not employed by and held no positions with the
Company.

(2) On February 5, 2004, Mr. Wattenberg was granted an option to acquire up to
2,000,000 shares of Common Stock at an exercise price of $0.25 per share.

(3) On March 19, 2003, Mr. Wattenberg was granted 825,000 restricted shares of
the Company's Common Stock. The value of the shares as of the date of
grant equaled $156,750 and the value as of April 30, 2004 equaled $165,000
based on the stock prices on such dates.

Compensation of Directors

At the current time, no director receives any compensation for his
services as such.

Stock Options

The following table sets forth certain information with respect to stock
options granted to the person named in the Summary Compensation Table during the
fiscal year ended April 30, 2004.

Option Grants in Fiscal 2004

Individual Grants

Number of Percent of
Securities Options Total
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date

Jeffrey Wattenberg 2,000,000 100% $ 0.25 2/4/2009

The following table sets forth certain information as to each exercise of
stock options during the year ended April 30, 2004, by the persons named in the
Summary Compensation Table and the fiscal year-end value of unexercised options:

Aggregated Option Exercises in Fiscal 2004 and Year-End Option Value

Number of Securities
Shares Underlying Unexercised
Acquired Options at April 30, 2004
On Value
Exercise Realized Exercisable Unexercisable

Jeffrey Wattenberg -0- -0- 2,000,000 -0-

Value of Unexercised
In-the-Money Options
at April 30, 2004(1)

Exercisable Unexercisable

Jeffrey Wattenberg -0- -0-

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(1) None of the options were "in-the-money" as of April 30, 2004.

Pursuant to the Merger Agreement, AVP entered into employment agreements
with Messrs. Leonard Armato, AVP's CEO and Chairman and a director; Bruce
Binkow, Chief Marketing Officer and a director; and Andrew Reif, Chief Operating
Officer and a director. Each holds the same offices with Othnet. Mr. Armato's
at-will employment agreement provides for an annual salary of $350,000; an
annual bonus in the range of fifty percent (50%) of annual salary (based on
certain to-be-determined milestones); health and disability insurance; a
$1,000,000 term life insurance policy; and a monthly car allowance in the amount
of $1,000.00. In the event that Mr. Armato's employment is terminated other than
for good cause, he will receive a payment of one year's base salary. Messrs.
Binkow's and Reif's employment agreements are of substantially the same form as
Mr. Armato's, except that the salaries are $250,000 and $240,000, respectively.
In addition, Messrs. Armato, Reif, and Binkow will receive five-year common
stock purchase warrants to purchase a total of 10,779,230 shares of Othnet
Common Stock, at a price of $0.31 per share, and participate in a profit sharing
pool equal to 10% of the Company's EBITDA.

SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

AVP, INC.

By: /s/ Andrew Reif
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Name: Andrew Reif
Title: Chief Operating Officer

Dated: March 24, 2005