Item 303(c) of Regulation S-B.
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, that, as of March 31, 2008, 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.
Internal
Control Over Financial Reporting
Management's
Report on Internal Control Over Financial Reporting
The
Company's management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company. Internal control
over
financial reporting includes maintaining records that accurately and fairly
reflect the Company’s transactions; providing reasonable assurance that
transactions are recorded as necessary for preparation of the Company’s
financial statements; providing reasonable assurance that receipts and
expenditures are made in accordance with company policy; and providing
reasonable assurance that unauthorized acquisition, use or disposition of
company assets that could have a material effect on the Company’s financial
statements would be prevented or detected on a timely basis. Because of its
inherent limitations, internal control over financial reporting is not intended
to provide absolute assurance that a misstatement of our financial statements
would be prevented or detected. To evaluate the effectiveness of the Company's
internal control over financial reporting, the Company's management uses
the
Integrated Framework adopted by the Committee of Sponsoring Organizations
of the
Treadway Commission ("COSO").
The
Company's management has assessed the effectiveness of the Company's internal
control over financial reporting as of December 31, 2007, using the COSO
framework. The Company's management has determined that the Company's internal
control over financial reporting was effective as of that date and continued
to
be effective as of the quarter ended March 31, 2008.
This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management’s
report in this quarterly report.
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 14th day of May, 2008.
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AVP,
INC.
(Registrant)
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| By: | /s/ Tom Torii | |
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Tom
Torii
Interim
Chief Financial Officer
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