SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-KSB

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

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

     [ ] 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 000-30-543

                               Avenue Group, Inc.
             (Exact name of Registrant as specified in its charter)

            Delaware                                            98-0200077
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

          17547 Ventura Boulevard, Suite 305, Encino, California 91316
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (818) 465-1200

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

          Title of each class          Name of each exchange on which registered
                  N/A                                   N/A
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    Common Stock, par value $.0002 per share
                                (Title of Class)

         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 of
1934 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 the past 90 days.

                                             Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

         The Registrant's revenues for the year ended December 31, 2003 were
$470,476.

         The aggregate market value of voting and non-voting common equity held
by non-affiliates based on the last sale price on the over-the-counter market of
the Registrant's common stock ("common stock") as of March 22, 2004 was
$50,189,009. There were 207,882,837 outstanding shares of common stock as of
March 22, 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE
                            PART IV AND EXHIBITS LIST
<PAGE>
                                     PART I

ITEM 1.  BUSINESS

         THIS ANNUAL REPORT ON FORM 10-KSB AND THE DOCUMENTS INCORPORATED HEREIN
BY REFERENCE CONTAIN FORWARD-LOOKING STATEMENTS BASED ON EXPECTATIONS, ESTIMATES
AND PROJECTIONS AS OF THE DATE OF THIS FILING. FOR FURTHER INFORMATION RELATING
TO FORWARD-LOOKING STATEMENTS, PLEASE REFER TO THE MANAGEMENT DISCUSSION AND
ANALYSIS SECTION OF THIS 10-KSB.

GENERAL

THE COMPANY

         Avenue Group, Inc. was incorporated in Delaware on February 2, 1999. We
are engaged in oil and gas exploration and development, e-commerce and digital
media businesses through interests in our operating subsidiaries, Avenue Energy,
Inc., Stampville.Com, Inc. and VideoDome.com Networks, Inc., and through our
25.4% equity interest as of December 31, 2003 in ROO Media Corporation. We have
three wholly-owned subsidiaries, I.T. Technology Pty. Ltd., which furthers our
operations in Australia; Avenue Energy, Inc., which was formed to broaden our
strategic focus and pursue potential growth and investment strategies in the oil
and gas sector; and Bickhams Media, Inc., which owns 50% of VideoDome. Avenue
Group, Inc. currently owns 50.1 % of Stampville. Except as expressly indicated
to the contrary, references to "we," "us," or "our" contained in this document
include Avenue Group, Inc. and/or our wholly owned subsidiaries.

         Due to changes in the marketplace and the economic environment, we
determined in 2002 to broaden our strategic focus and pursue a broader range of
potential growth and investment strategies. In connection with this, our Board
of Directors approved a proposal to change our name to "Avenue Group, Inc." Our
shareholders approved the name change at our 2002 Annual Meeting of
Stockholders, which was held on December 24, 2002 and it became effective on
January 21, 2003.

         As part of our shift to a broader strategic focus, during the second
half of 2002 we began to consider acquisitions, of and investments in, oil and
gas exploration and production entities. In November 2002, we formed Avenue
Energy, Inc. to pursue this line of business. Avenue Energy has entered into
agreements with the Sayer Group, experienced in oil and gas exploration and as
oil and gas operating professionals in Turkey. Pursuant to these agreements, we
currently have a 50% interest in the Karakilise license and other exploration
and production licenses and leases in Turkey. These leases and licenses were
granted to Avenue Energy pursuant to an option to acquire interests in up to 31
other oil and gas properties in Turkey as well as an option to invest in future
exploration and production licenses acquired by the Sayer Group in Turkey,
provided we remain a rights holder in an exploration or production lease with
the Sayer Group. Avenue Energy has also entered into an agreement to acquire a
36% interest in a company which may acquire an interest in an oil and gas
concession located in the Gulf of Thailand. The consummation of this transaction
is subject to satisfaction of certain contingencies. Avenue Energy is discussed
in detail in the "Business" section of this prospectus.

         Stampville, incorporated in 1999, specializes in the wholesale and
Internet sale of philatelic memorabilia including stamps and other collectibles.
VideoDome provides a range of digital media services, including but not limited
to: hosting and delivery, media management services, registration and delivery
of video stream via the Internet. VideoDome's Internet web site is located at
www.videodome.com and www.videodome.tv. ROO Media Corporation is a digital
syndication service provider specializing in the delivery and management via the
Internet of syndicated multi-media and video content. Its website is located at
www.roomedia.com.

         The principal executive offices of the Company are located at 17547
Ventura Boulevard, Suite 305, in Encino, California 91316 and the telephone
number is 818-465-1200 (facsimile 818-301-2708). A second office is located at
34-36 Punt Road, Windsor Victoria, 3181, Australia and the telephone number is
+613 9533 7800 (facsimile +613 9533 7900). The Company's web site is located at
www.avenuegroupinc.com

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                                  RISK FACTORS

         AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CONSIDER CAREFULLY THE FOLLOWING INFORMATION ABOUT THESE RISKS BEFORE
BUYING SHARES OF OUR COMMON STOCK. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY
ONES FACING US. ADDITIONAL RISKS MAY IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF
THE FOLLOWING RISKS OCCUR, OUR BUSINESS, RESULTS OF OPERATIONS OR FINANCIAL
CONDITION COULD BE ADVERSELY AFFECTED. IN THAT CASE, THE TRADING PRICE OF OUR
COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. YOU
SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED IN THIS 10-KSB, INCLUDING
OUR FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS.

WE HAVE A LIMITED OPERATING HISTORY AND THEREFORE CANNOT ENSURE THE SUCCESSFUL
OPERATION OF OUR BUSINESSES OR THE EXECUTION OF OUR BUSINESS PLANS.

         We were formed in 1999 and we have a limited operating history. Our
businesses are still in the formative state and therefore have never operated
profitably and we do not foresee our current operations operating profitably in
the foreseeable future.

         We currently intend to concentrate most of our financial resources for
the foreseeable future in the acquisition of rights and interests in oil and gas
exploration and production, as well as the ongoing working capital requirements
of our businesses and operations. To date, only one of our oil and gas
properties, the Karakilise-1 well, has generated any commercial oil production
revenues and these revenues have, to date, been utilized entirely for the costs
of operating the well and infra-structure improvements at the Karakilise well.
Our ability to generate operating profits from oil and gas operations will be
contingent on the successful exploration and drilling of wells in which we have
an interest. There can be no assurances as to when, if ever, the conditions
precedent for our acquisition of the shares of Black Swan Petroleum ("Black
Swan"), formerly known as Anzoil (Thailand) Pty Ltd., will be satisfied and
through such ownership whether we will acquire an interest in rights in oil and
gas properties leased from the government of Thailand and located in the Gulf of
Thailand. In addition, there can be no assurances that either these rights or
the 50% participation we have in the Tosun-1 or Karakilise-1 well and licenses,
the work-over rights with respect to the Kahta field and other exploration and
production licenses and leases in Turkey will result in any productive wells
being drilled and, if productive, as to the actual amounts and timing of
revenues we will receive with respect thereto. Most, if not all, of our
available capital may be utilized to fund infrastructure improvements at, and
the operating costs of, the Karakilise-1 well, as well as our costs of the
drilling of the Karakilise-2 well. We will need significant additional capital
in the near future to fund the further exploration activities and the further
development of our oil and gas leases and licenses in the Republic of Turkey
and, if our acquisition of shares in Black Swan Petroleum is completed, to make
the payment of our share of the exploration and drilling obligations of Black
Swan with respect to its initial well(s). Our failure to acquire this capital
may also cause the loss of some or all of our rights with respect to oil and gas
leases where we have interests in Turkey, including the further development of
the Karakilise license and, if applicable, the curtailment or loss of our
interests in Black Swan Petroleum, as well as the curtailment of our corporate
activities which would have a material adverse effect on our business,
operations and prospects.

         We have never paid dividends on our common stock. We do not anticipate
paying dividends in the foreseeable future.

         Currently, the Stampville and VideoDome businesses generate nominal
revenues and no profits. In order to operate these businesses profitably they
will require significant additional capital. Currently, we are concentrating our
efforts on our oil and gas exploration and development activities and cannot
state when, if ever, additional capital will be raised for Stampville or
VideoDome. In addition, we do not know if we will ever be able to successfully
operate the Stampville or VideoDome businesses, or if any additional financing
will be available to us for these businesses or for our oil and gas investments
and, if capital is available to us, if it will be available on favorable terms.

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<PAGE>

BECAUSE THERE CAN BE NO GUARANTEE THAT FUTURE FINANCING WILL BE AVAILABLE TO US,
WE CANNOT ASSURE THAT WE WILL BE ABLE TO OBTAIN THE CAPITAL NECESSARY TO FULLY
IMPLEMENT OUR PLAN OF OPERATIONS.

         We have limited resources and we are currently dependent on debt or
equity financing and loans from affiliates, at their discretion, to finance our
operations, including the financial commitments in connection with the further
development of various oil and gas interests in Turkey; potentially, our share
of the exploration, drilling and operating expenses with respect to Black Swan;
the funding of the acquisition of additional oil and gas properties and the
ongoing working capital requirements of our businesses and operations. We will
need significant amounts of additional capital in the near future to provide our
share of the funding necessary to maintain our interests in the upcoming
drilling activities in Turkey and over the longer term to implement the
exploration and drilling programs across all our leases and licenses. We will be
required to raise funds from additional debt or equity offerings and/or increase
the currently limited revenues from our existing operations in order to complete
the funding of our existing interest in the Karakilise-2 well and to fund the
workover (reopening) of up to five existing wells in the Kahta Field and drill
up to three additional wells in the Kahta License. We will also need to raise
additional capital to maintain our participation interests in the other licenses
and leases where we have rights in Turkey, and in the event we acquire shares in
Black Swan Petroleum, to finance our share of the Black Swan obligations with
respect to wells being drilled by it in the Gulf of Thailand and to meet our
working capital requirements.

IF WE ISSUE EQUITY SECURITIES DILUTION MAY OCCUR.

         In order to obtain the financing necessary to satisfy our commitments
in Turkey and to implement our business plan, additional funds may be raised
through the issuance of equity securities or if we otherwise issue our equity
securities, our existing stockholders may experience significant dilution; and
the new securities may have rights, preferences or privileges senior to those of
the rights of the holders of our common stock.

CURRENTLY OUR BOARD OF DIRECTORS CONSISTS ONLY OF MEMBERS OF MANAGEMENT;
CONSEQUENTLY, THE SHAREHOLDERS IN THE COMPANY MAY NOT HAVE MEANINGFUL OVERSIGHT
OVER THE MANAGEMENT OF OUR BUSINESS.

         Currently, our Board of Directors consists of three members, all of
whom are members of management. As a result of the foregoing, our Board also
serves as the audit committee to oversee our financial reports and controls.
Accordingly, we have no separate audit or other committees of the Board.
Although we hope to be able to appoint independent outside directors to our
Board in the future, as we have had in the past, as a result of the present
corporate and regulatory environment, it has become increasingly difficult for
small public companies such as ours to attract qualified independent outside
directors. Consequently, we cannot state when, if ever we will be able to add
qualified outside directors to our Board of Directors. In addition, pursuant to
recently enacted rules, NASDAQ and other national stock exchanges now require
that a company wishing to be eligible for trading on a national market have one
or more independent directors on its Board to serve on an audit committee.

CURRENTLY OUR BUSINESS AND OPERATIONS ARE TOTALLY DEPENDENT ON MANAGEMENT, THE
LOSS OF ONE OR MORE MEMBERS OF WHICH MAY HAVE A MATERIAL ADVERSE AFFECT ON US.

         We rely on management to make all of our business decisions. We would
be seriously affected if Levi Mochkin, Jim Tan, Daniel Aharonoff, Jonathan
Herzog, Jaap Poll or other key personnel became unable to perform for any
reason. We do not have key man or other insurance to protect against the death
or disability of our key executives.



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<PAGE>

OUR BUSINESS MAY BE HARMED BECAUSE WE HAVE NOT FILED APPLICATIONS TO REGISTER
OUR TRADEMARKS OR OBTAINED PATENTS ON OUR PROPRIETARY TECHNOLOGY AND WE ONLY
HAVE A LIMITED NUMBER, IF ANY, OF REGISTERED COPYRIGHTS.

         All of our software was acquired from third parties. None of Avenue
Group, Stampville, nor VideoDome has registered copyrights on any software. We
rely upon confidentiality agreements signed by our employees. Stampville has
previously trademarked with the United States Patent and Trademark Office the
registration of "Stampville.Com" and three designs, combined with words, letters
and/or numbers as trade and service marks. Except as discussed above, Stampville
has not taken any steps to protect the technology or other intellectual property
it uses and is developing, and does not know if such technology or intellectual
property can, in fact, be protected from use by others.

         To date VideoDome has not filed patent applications to protect, among
other things, its scalable video conversion processes, dynamic directories,
cataloging and administration. There is no guarantee VideoDome will file and/or
successfully complete any patent applications. In the event VideoDome fails to
file and/ or complete its patent applications, it may suffer the risk of having
competing companies making use of its respective marks and technology. In such a
case, it would lose the exclusive use of its respective marks and technology,
thereby losing a significant portion of its respective competitive advantages.

         There can be no assurance that the steps taken to date by VideoDome or
Stampville will be adequate to prevent misappropriation of our technology or
that our competitors will not independently develop technologies that are
substantially equivalent or superior to our technology. In addition, there can
be no assurance that licenses for any intellectual property that might be
required for their services or products would be available on reasonable terms
if at all.

         Although we do not believe that VideoDome or Stampville's products
infringe the proprietary rights of any third parties, and no third parties have
asserted patent infringement or other claims against them, there can be no
assurance that third parties will not assert such claims against us in the
future or that such claims will not be successful. Patents have been granted on
fundamental technologies in the communications and multimedia areas, and patents
may be issued which relate to fundamental technologies incorporated in our
products. Since patent applications in the United States are not publicly
disclosed until the patent is issued, applications may have been filed which, if
issued as patents, could relate to our products. In addition, participants in
these industries also rely upon trade secret law. VideoDome and Stampville could
incur substantial costs and diversion of management resources with respect to
the defense of any claims relating to proprietary rights or could be the subject
of an adverse judgment for monetary damages and injunctive relief, which could
have a material adverse effect on the Company's business, financial condition
and results of operations.

STAMPVILLE'S RELIANCE ON IGPC AND ITS SUPPLY AGREEMENT WITH IGPC.

         To date Stampville's business plan has relied, in part, on its
agreement with Inter-Governmental Philatelic Corporation ("IGPC"), pursuant to
which Stampville has purchased certain stamps for sale at competitive prices.
Certain provisions of this agreement providing for additional services were
terminated on December 1, 2002 pursuant to a notice from IGPC. The remaining
terms of this agreement will continue until December 1, 2004 with respect to
only IGPC's sale of stamps to Stampville. The termination of the IGPC Agreement
in December 2004 could have a material adverse effect on Stampville's business
and prospects.

WE FACE SIGNIFICANT COMPETITION FROM BOTH ESTABLISHED AND POTENTIAL COMPETITORS
IN OUR BUSINESSES.

         Avenue Energy faces intense competition from a number of parties, many
of whom have far greater resources and are devoting more time and resources to
the exploration and exploitation of oil and gas. There is competition within the
industry and also with other industries in supplying the energy and fuel needs
of industry and individual customers. Avenue Energy competes with other firms in
the sale or purchase of various goods or services in many national and
international markets.

         Our operating subsidiaries VideoDome and Stampville both face
significant competition from a wide array of entities, many of which have


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executed successful business plans and which have greater resources, financial
and otherwise, than us. Stampville faces intense competition from a variety of
sources and because there are no substantial barriers to entry in the
advertising and sale of on-line collectibles, Stampville expects that
competition will continue to intensify. Stampville faces competition from
traditional sources, such as stamp, gift and hobby shops, as well as online
stamp collecting and gift art Internet sites, as well as Internet directories,
search engine providers, shareware archives, content sites and entities that
attempt to or establish online "communities." There can be no assurance that
Stampville's competitors and potential competitors will not develop networks
that are equal or superior to those of Stampville or that achieve greater market
acceptance than Stampville.

         VideoDome also faces intense competition from a number of parties many
of whom have far greater resources and are devoting more time and resources to
the development of video streaming technology and media management capabilities.

THERE ARE RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS AND EXPANSION.

         A part of our business strategy is to acquire and develop oil and gas
leases and operations in foreign countries, particularly Turkey. As a result of
this strategy, we may experience difficulty in managing international operations
as a result of technical problems, distance, language and cultural differences.
There are significant risks inherent in doing business on an international
level, such as, political and economic instability, civil unrest, crime,
unexpected changes in regulatory requirements, trade barriers, difficulties in
staffing and managing foreign operations, fluctuations in foreign currency
exchange rates, longer payment cycles, problems in collecting amounts due,
difficulty in enforcing contracts, seasonal fluctuation in business activity and
potential adverse tax consequences, laws and regulations, such as forced
divestiture of assets; restrictions on production, imports and exports; war or
other international conflicts; civil unrest and local security concerns that
threaten the safe operation of company facilities; price controls; tax increases
and retroactive tax claims; expropriation of property; cancellation of contract
rights; and environmental regulations. Most of these risks are uninsurable. Both
the likelihood of such occurrences and their overall effect on us will vary
greatly from country to country and are not predictable. The rights acquired
from the Sayer Group in Turkey include leases located near the borders of Iraq
and Syria and given the current situation in the Middle East, may be subject to
increased instability and risks. If any of such risks materialize we may have
little or no ability to manage them or avert any consequences therefrom and our
business may suffer as a result.

INDUSTRY, ECONOMIC FACTS AND MARKET FORCES MAY ADVERSELY AFFECT OIL AND GAS
EXPLORATION AND DEVELOPMENT, OPERATIONS AND EARNINGS.

         The development, operations and earnings of our oil and gas exploration
and development activities may be adversely affected by local, regional and
global events or conditions that affect supply and demand for oil and gas
products. These events or conditions are generally not predictable and include,
among other things, general economic growth rates and the occurrence of economic
recessions; the development of new supply sources; adherence by countries to
OPEC quotas; supply disruptions; weather, including seasonal patterns that
affect energy demand and severe weather events that can disrupt operations;
technological advances, including advances in exploration, production, refining
and petrochemical manufacturing technology and advances in technology relating
to energy usage; changes in demographics, including population growth rates and
consumer preferences; and the competitiveness of alternative energy sources or
product substitutes. In the past, crude, natural gas, petroleum product and
chemical prices have fluctuated widely in response to changing market forces.

WE HAVE NOT ESTABLISHED ANY PROVEN RESERVE ESTIMATES.

         We have not yet estimated the extent of any proven oil and gas reserves
or the present value of the estimated future revenues attributable to such
reserves as to the Turkish leases and licenses or with respect to Black Swan
Petroleum's concession in the Gulf of Thailand. At such time, if ever, that we
make such an estimate there can be no assurance that we will realize the amounts
estimated to be obtainable. Likewise, until such time, if ever, that we acquire


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additional leases we are unable to estimate any future revenues attributable to
any reserves associated with the properties subject to such licenses or leases.
As a result, our actual revenues, if any, may be substantially different from
any estimates that we use in calculating the reserve values. Many other factors
over which we have little or no control might lower or preclude recovery from
any property which is subject to a lease or an interest in a lease owned by us.
These factors include acts of God, income tax laws, oil, gas and mineral prices,
and the development of alternative energy sources. In addition, there can be no
assurance that we will commence exploration activities or, if commenced, that we
will be successful in finding new reserves or, if found, that production in
quantities large enough to make the operation profitable will be possible.

OUR OIL AND GAS EXPLORATION AND DEVELOPMENT OPERATIONS AND EARNINGS DEPEND ON
DISCOVERY OF ECONOMICALLY RECOVERABLE OIL AND GAS RESERVES.

         Our success will in the near term depend on our ability to acquire oil
and gas reserves that are economically recoverable. It cannot be assured that
the Karakilise-1 well will ever generate sufficient revenues to provide us with
cash for our other activities or that the Karakilise-2 well or the other wells
in which we may develop in Turkey or elsewhere will result in the discovery of
oil and gas at such locations or, if found, that the extraction of oil and gas
from these locations will be commercially feasible. No proven reserves have been
determined at any of the oil and gas licenses or leases where we hold interests.
In addition, although Dr. Poll has had experience in oil and gas ventures in the
past, there can be no guarantee that he will be successful in his activities on
our behalf. Unless we successfully explore, develop or acquire properties
containing economically extractable reserves, our economic viability will be
adversely affected.

THE FAILURE TO FULLY IDENTIFY POTENTIAL PROBLEMS RELATING TO THE ACQUIRED OIL
AND GAS RIGHTS OR INTERESTS OR TO PROPERLY ESTIMATE THE VALUE OF SUCH RIGHTS OR
INTERESTS MAY HAVE A MATERIAL ADVERSE IMPACT ON US.

         Since we do not own any other oil and gas rights or properties beyond
our interests in oil and gas leases and licenses and two wells in Turkey which
we acquired from the Sayer Group and a possible ownership in Black Swan
Petroleum, which has an interest in an oil and gas concession in the Gulf of
Thailand from a company owned by Jaap Poll, our current interests as well as any
anticipated future growth (if any) other than through the exploitation of these
rights and interests will be from acquisitions from third parties. Although
Avenue Energy performed a review of the current acquisitions and anticipates
performing a review with respect to future acquisitions, such reviews are
inherently incomplete. It was not feasible and may not be feasible in the future
to review in depth every individual property, right and interest involved in
each acquisition. In addition, even a detailed review of records and properties
may not necessarily reveal existing or potential problems, nor will it permit a
buyer to become sufficiently familiar with the properties to assess fully their
deficiencies and potential. Inspections have not been performed on every license
and lease with respect to the current acquisitions and environmental or other
problems are not necessarily observable even when an inspection is undertaken.
Even when problems are identified, Avenue Energy may be required to assume
certain environmental and other risks and liabilities in connection with
acquired properties. There are numerous uncertainties inherent in estimating
quantities of proved or probable oil and gas reserves and actual future
production rates and associated costs with respect to acquired properties, and
actual results may vary substantially from those assumed in the estimates. The
failure of Avenue Energy to generate substantial revenues from the Karakilise-2
well or one or more of the initial wells drilled thereafter in the current
program may materially and adversely affect Avenue Energy's ability to proceed
with its further plans for exploration and drilling and may have a materially
adverse effect on our business and prospects, as a whole.

OPERATING HAZARDS AND UNINSURED RISKS WITH RESPECT TO THE ACQUIRED OIL AND GAS
RIGHTS OR INTERESTS MAY HAVE MATERIAL ADVERSE EFFECTS ON OUR OPERATIONS.

         Our current and future acquisitions, if any, of oil and gas rights or
properties are subject to all of the risks normally incident to the exploration
for and the development and production of oil and gas, including blowouts,
cratering, uncontrollable flows of oil, gas or well fluids, fires, pollution and
other environmental and operating risks. These hazards could result in
substantial losses due to injury or loss of life, severe damage to or


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destruction of property and equipment, pollution and other environmental damage
and suspension of operations. In addition, offshore operations are subject to a
variety of operating risks peculiar to the marine environment, such as
hurricanes or other adverse weather conditions, more extensive governmental
regulation and interruption or termination of operations by governmental
authorities based on environmental or other considerations. Neither we nor the
owners of the current acquisitions are insured against these risks. The
occurrence of a significant event against any of the oil and gas properties
where we have an interest could have a material adverse affect on the
owner/operator of the properties and could materially affect the continued
operation of the affected owner/operator and could expose Avenue Energy and/or
us to liability, as well.

THE COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND ITS MARKET PRICE
MAY FLUCTUATE SIGNIFICANTLY.

         Of the 207,882,837 shares of our common stock outstanding as of March
22, 2004 only approximately 25,134,600 were freely tradable in the public
marketplace. We and/or selling shareholders from recent private placements may
file a registration statement for the offer and sale of additional shares
without the assistance of an underwriter. There can be no assurance that there
will be a market for these additional shares. In addition, the immediate
availability of a significant number of additional shares in the public
marketplace through a public offering of our shares or the influx of Rule 144
shares from various parties who have acquired our shares in private placements
more than a year ago, may seriously and adversely affect the trading price and
liquidity of our shares. The influx of additional shares of our common stock
into the marketplace could also adversely affect an investor's ability to sell
the common stock in short time periods, or possibly at all. The common stock has
experienced, and is likely to experience in the future, significant price and
volume fluctuations, which could adversely affect the market price of the common
stock without regard to our operating performance. In addition, we believe that
factors such as fluctuations in our financial results or prospects and changes
in the overall economy, the oil and gas exploration, drilling and production
segment of the market or the condition of the financial markets could cause the
price of the common stock to fluctuate substantially.

OUR COMMON STOCK IS DEEMED TO BE A "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES.

         Our common stock is deemed to be "penny stock" as that term is defined
and promulgated under the Securities Exchange Act of 1934. These requirements
may reduce the potential market for the common stock by reducing the number of
potential investors. For example many mutual funds and other institutional
investors are prohibited from investing in "penny stocks." This may make it more
difficult for investors of the common stock to sell shares to third parties or
to otherwise dispose of them. This could cause our stock price to decline. Penny
stocks are stock with a price of less than $5.00 per share.

         Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny stocks.
Moreover, broker/dealers are required to determine whether an investment in a
penny stock is a suitable investment for a prospective investor.

THE OUTSTANDING SHARES OF COMMON STOCK HELD BY AFFILIATES, WHICH MAY BECOME
ELIGIBLE FOR SALE, SUBJECT TO VOLUME LIMITATIONS, COULD ADVERSELY AFFECT THE
PRICE OF OUR COMMON STOCK.

         As of March 22, 2004, 207,882,837 shares of our common stock were
deemed to be outstanding. Pursuant to a two year Lock-Up Agreement entered into
in April 2002 between Kensington Capital Corp, Levi Mochkin and certain of our
current and former officers and directors, holding 80,812,053 shares of common
stock or approximately 38.9 % of our outstanding shares, agreed not to offer or
sell any shares of the common sock without first obtaining the written consent
of Kensington Capital. Upon expiration of this lock-up period, all but
approximately 25,134,600 of our shares, which are currently publicly traded,
will be restricted shares which may be sold into the public market without
registration under the Securities Act in compliance with the volume limitations
and other applicable restrictions of Rule 144 under the Securities Act. There is
also an outstanding option to purchase up to 50,000,000 shares of our common
stock at $.04 per share, which expires in April 2005. Given the limited market
for the common stock, there is no guarantee that a public market will exist for
all or even a significant portion of our outstanding restricted shares and the


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shares issuable upon the exercise of the option and the market price of the
common stock could drop dramatically due to the sales of any significant amount
of these shares or the perception that such sales could occur. In addition, we
intend to file with the SEC a separate registration statement pursuant to which
we intend to seek to offer and sell additional shares of our common stock.

         The public float as a percentage of the outstanding shares remains
small, which may affect price and liquidity in the common stock for the
foreseeable future. These factors could also make it more difficult to raise
funds through future offerings of common stock and may seriously impact the
market price for the common stock.

OUR ARTICLES OF INCORPORATION, BYLAWS AND DELAWARE LAW CONTAIN PROVISIONS THAT
COULD DELAY OR PREVENT A CHANGE IN CONTROL AND COULD ALSO LIMIT THE MARKET PRICE
OF YOUR STOCK.

         Our Certificate of Incorporation and bylaws contain provisions that
could delay or prevent a change in control. These provisions could limit the
price that investors might be willing to pay in the future for shares of our
common stock.

OUR SHAREHOLDERS MAY HAVE DIFFICULTY IN RECOVERING MONETARY DAMAGES FROM
DIRECTORS.

         Our Certificate of Incorporation contains a provision that eliminates
personal liability of our directors for monetary damages which would be paid to
us and our shareholders for certain breaches of fiduciary duties. As a result of
this provision, our shareholders may be unable to recover monetary damages
against our directors for their actions that constitute breaches of fiduciary
duties, negligence or gross negligence.

THE COMPANY

         We were incorporated in Delaware on February 2, 1999. We are engaged in
oil and gas exploration and development, e-commerce and digital media businesses
through interests in our operating subsidiaries, Avenue Energy, Inc. ("Avenue
Energy"), Stampville.Com Inc. ("Stampville"), VideoDome.com Networks, Inc.
("VideoDome") and ROO Group, Inc. ("ROO") (collectively referred to as the
"Company"). We have three wholly-owned subsidiaries, I.T. Technology Pty. Ltd.,
which furthers our operations in Australia; Avenue Energy, Inc., which was
formed to broaden our strategic focus and pursue potential growth and investment
strategies in the oil and gas sector, and Bickhams Media, Inc., which owns 50%
of VideoDome. We currently own 50.1 % of Stampville and, as of December 31,
2003, owned approximately 25.4% of ROO which is traded on the NASDAQ-OTCBB.

         We have limited sales and our activities to date have been principally
devoted to raising capital, establishing and advancing operations at Avenue
Energy, which commenced oil production in September 2003 and acquiring equity
interests in our operating subsidiaries Stampville and VideoDome and ROO. In
July 2002, we relocated our principal executive offices to California, though we
still maintain an office in Melbourne, Australia and a branch office in Ankara,
Turkey.

         Stampville, incorporated in 1999, has developed its Website at
www.stampville.com and specializes in the wholesale and Internet sale of
philatelic memorabilia including stamps and other collectibles. VideoDome
provides a range of digital media services, including but not limited to:
hosting and delivery, media management services, registration and delivery of
video stream via the Internet. VideoDome's Internet web site is located at
www.videodome.com and www.videodome.tv. ROO is a digital syndication service
provider specializing in the delivery and management via the Internet of
syndicated multi-media and video content. ROO's web site is located at
www.roomedia.com.

         In April 2002, our common stock commenced trading on the NASDAQ OTC
Bulletin Board. It now trades under the symbol AVNU. In October 2002 we were
listed on the third market segment of the Frankfurt Stock Exchange under the
symbol ITQ.

                                       8
<PAGE>

         Due to changes in the marketplace and the economic environment, during
2002 we determined to broaden our strategic focus and pursue a broader range of
potential growth and investment strategies. In connection with this our Board of
Directors approved a proposal to change the Company's name to "Avenue Group,
Inc." Our shareholders approved the name change at our 2002 Annual Meeting of
Stockholders, which was held on December 24, 2002 and the name change became
effective on January 21, 2003.

         As part of our shift to a broader strategic focus, during the second
half of 2002 we began to consider acquisitions of and investments in oil and gas
exploration and production entities. In November 2002, we formed Avenue Energy,
Inc. to pursue this line of business. On November 18, 2002, we entered into the
Farmin and Participation Agreement with the Sayer Group Consortium and Middle
East Petroleum Services Limited. Pursuant to this agreement, as amended, Avenue
Energy paid $250,000 and acquired an option that allowed it to participate in
and acquire a 50% interest in 30 exploration licenses and leases held by the
members of the Sayer Group in Turkey, subject to a 7.5% overriding royalty
interest (excluding governmental royalties) in favor of an affiliate of the
Sayer Group, including the Karakilise License, where Avenue Energy made its
first commercial oil discovery in September 2003. We also obtained the right to
participate with a 50% interest in oil and gas properties or rights acquired by
the Sayer Group in the future, so long as we continue to be an active right
holder in an exploration or production lease with the Sayer Group.

         Pursuant to a Stock Purchase Agreement dated November 11, 2002, Avenue
Energy agreed to acquire from a company controlled by Dr. Jaap Poll 36% of the
outstanding capital stock of Anzoil (Thailand) Pty Ltd., now known as Black Swan
Petroleum, in exchange for 20 million shares of our common stock. Avenue Energy
also agreed to engage the services of Dr. Poll as its Director of Exploration on
a part time consultancy basis. Dr. Poll has also been elected as a Director of
Avenue Energy. Pursuant to the Stock Purchase Agreement, Black Swan Petroleum's
assets were to include a contract to acquire: (i) 100% of the offshore petroleum
concession of Block B7/38 located in the Gulf of Thailand and (ii) a letter of
credit originally for approximately $1.8 million in cash (now $1.6 million). The
closing of the sale of the Black Swan Petroleum shares was subject to the
satisfaction by the seller of a number of conditions of closing. Due to delays
in the closing of this transaction, the parties are currently discussing and
seeking to finalize a renegotiation of this Stock Purchase Agreement. At this
time we cannot predict if and when this transaction will be consummated. For a
further discussion of this Stock Purchase Agreement see the "Business" section
of this document.

         In conjunction with our shift to a broader strategic focus, in the
fourth quarter of 2002, we sold 22,050,000 shares of our restricted common stock
in private placements to accredited investors for net proceeds of $3,809,517.
Proceeds from the offering were principally utilized to fund Avenue Energy's oil
and gas acquisitions in Turkey, to reduce debt and for working capital. Also, in
November 2002 in an effort to reduce outstanding debt, the Board of Directors
approved the issuance of 6,515,850 shares of common stock in private placements
in exchange for the cancellation of debt that had been assigned to the entities
receiving stock under these placements by affiliates of the Company. These
transactions are discussed in detail under "Certain Relationships and Related
Transactions" in this document.

         During 2003, we entered into agreements with accredited investors in
private placements pursuant to which we agreed to issue an aggregate of
21,123,667 shares of our restricted common stock for proceeds of $3,687,524, net
of costs. Proceeds from the offering were principally to fund our acquisition of
and obligations with respect to the oil and gas interests in Turkey and to
provide us with working capital for our other operations and corporate
overheads.

         On April 15, 2003, we entered into a purchase agreement with an
accredited investor for the sale of a $1.3 million principal amount of one year
convertible notes bearing interest at a rate of 3.5%, in a private placement to
assist with the financing of drilling operations in Turkey. The purchase
agreement was amended on September 15, 2003, pursuant to which the purchaser
funded the balance due under the agreement and cancelled the original note
issued to him in return for a new $1.3 million convertible note that was
immediately convertible into the Company's restricted common stock at a price of
$0.15 per share. Shortly after receipt of the new convertible note the purchaser
converted the entire principal amount thereof into 8,666,667 shares of our
restricted common stock. In July 2003, we also issued 1,000,000 shares of common
stock in connection with the exercise of 1,000,000 stock options for $100,000.

                                       9
<PAGE>

         During 2003 we continued to work with our other operating subsidiaries
Stampville and VideoDome and with ROO Media Corporation. Stampville operated in
2003 without financial assistance from the Company. Management continues to
explore strategic alternatives for the development of Stampville. In November,
2003 we assisted ROO Media Corporation in financing its merger with Virilitec
Industries, Inc., whose shares are traded on NASDAQ-OTCBB. The shares of the
surviving entity, ROO Group, Inc., continue to be publicly traded on
NASDAQ-OTCBB. As of December 31, 2003, we owned approximately 25.4% of the
outstanding shares of ROO.

         Due to the increased level of activities of Avenue Energy in 2003 and
its importance to us as a whole, in October 2003 Levi Mochkin agreed to become
our President and Chief Executive Officer and to rejoin our Board of Directors.
Mr. Mochkin had been active in the operations of Avenue Energy as its Director
of Operations since November, 2002. Our former President, Daniel Aharonoff,
continues to concentrate his efforts at VideoDome, where he continues as its
Chief Executive Officer and also continues to assist us as EVP - Information
Technology.

         We anticipate requiring significant additional capital in order to fund
Avenue Energy's anticipated oil and gas related activities in the Republic of
Turkey and potentially in the Gulf of Thailand and to fund corporate overhead
expenditures during 2004. In order to meet these capital requirements we are
currently considering a number of strategies, including seeking additional
financing through the sale of debt and equity securities. There can be no
assurance that sufficient financing will be available to us, or if available,
that it will be available on commercially reasonable terms. If we are not
successful in sourcing additional capital we may have to significantly curtail
our oil and gas activities and reduce corporate activities, all of which would
have a material adverse effect on our business and operations in 2004.

         In March 2004 we moved our principal executive offices to 17547 Ventura
Boulevard, Encino, CA 91316 (telephone: (818) 425-1200) (facsimile: (818)
301-2708).

SUBSEQUENT EVENTS

For subsequent developments after December 31, 2003, see Management's Discussion
and Analysis of Financial Condition and Results of Operations - Recent
Developments.

INDUSTRY BACKGROUND

Turkish Oil and Gas Exploration and Production

         Domestic and foreign companies began carrying out oil exploration in
the territory now known as the Republic of Turkey in the later 19th Century. The
first productive well was operated by the European Petroleum Company and was
located in the Thrace region of Turkey. During the First World War, the Turkish
government after the Ottoman Empire suspended oil-related activity. In 1923, the
Republic created a monopoly on oil exploration and production thereby
eliminating foreign participation.

         In 1954, liberalization and supporting legislation embodied in the
Petroleum Law 6326 opened exploration once again to private and foreign
companies. Petroleum Law 6326 remains the primary governing law relating to all
oil and gas exploration in the Republic of Turkey. Also in 1954, the Turkish
Petroleum Corporation was established and continues to operate on a domestic and
international level, replacing the activities of the former national oil
company. The Ministry of Energy and Natural Resources was developed in 1963 to
provide oversight in the exploration, development, production and consumption of
energy resources in accordance with the Petroleum Law. Administrative activities
of the Ministry are carried out through the General Directorate of Petroleum
Affairs.

                                       10
<PAGE>

         The primary duties of the General Directorate's Office is to review
applications and grant licenses and leases for exploration and exploitation
activities and to provide certification of in-field operations. In addition, the
General Directorate is responsible for providing maps, photographs and other
useful information to concession holders; performs audits, reviews transfer
applications, controls imports and exports of oil generally and collects taxes
and other fees related to oil exploration and exploitation in the Republic of
Turkey.

         Approximately 1,400 exploration and appraisal wells have been drilled
in Turkey since 1961. The Southeast region of Turkey forms the north flank of
the Arabian Basin and has had fewer wells per acre drilled over the last 50
years than the rest of the Arabian Basin. A 1999 study by Arthur Andersen
published in the "Review of World Energy" (vol.2 Section 2) states that the
historical "finding cost" of a barrel of oil in Turkey was $5.50 as compared to
$8.29 in Europe and $13.31 in the United States.

         There are a total of 20 sedimentary basins in Turkey. These basins
cover approximately one-third of the surface area of the Republic of Turkey. The
largest sedimentary basin in Turkey is the Southeast area bordering Iran, Iraq
and Syria. The South-East Basin forms the northern flank of the Arabian Basin,
which currently hosts 65% of the world's proven oil reserves.

The Internet

         The Internet is a global web of over 50,000 computer networks, the
first of which were developed over 25 years ago. The Internet was historically
used by academic institutions, defense contractors and government agencies
primarily for remote access to host computers and for sending and receiving
electronic mail and was subsidized by the United States Federal Government. As
an increasing number of commercial entities have come to rely on the Internet
for business communications and commerce, the level of federal subsidies has
significantly diminished and funding for the Internet infrastructure and
backbone operations has shifted primarily to the private sector and end users.

World Wide Web

         Much of the recent growth in Internet use by businesses and individuals
has been driven by the emergence of a network of servers and information
available on the Internet called the World Wide Web. The web, based on a
client/server model and a set of standards for information access and
navigation, can be accessed using software that allows non-technical users to
exploit the capabilities of the Internet. The web enables users to find,
retrieve and link information on the Internet in a consistent manner, which
renders the underlying complexities irrelevant to the lay user. The introduction
of commercial web pages introduced a new and substantial opportunity for users
of the Internet.

E-commerce

         E-commerce provides companies with the opportunity to serve a rapidly
growing market as consumers increasingly accept the Internet as an alternative
shopping vehicle. Growth in Internet usage has been fueled by a number of
factors, including the large and growing number of personal computers in the
workplace and home, advances in the performance and speed of personal computers
and modems, improvements in network infrastructure, easier and cheaper access to
the Internet and increased awareness of the Internet among businesses and
consumers. The increasing functionality, accessibility and overall usage of the
Internet and online services have made the Internet an attractive commercial
medium. The Internet and other online services are evolving into a unique sales
and marketing channel, just as retail stores, mail-order catalogues and
television shopping evolved. Companies operating online can interact directly
with customers by frequently adjusting their featured selections, editorial
insights, shopping interfaces, pricing and visual presentations. The minimal
cost to publish on the Web, the ability to reach and serve a large and global
group of customers electronically from a central location and the potential for
personalized low-cost customer interaction provide additional economic benefits
for online operators.

                                       11
<PAGE>

Digital Media

         In years past, if a person wanted to view a video clip over the
Internet it was necessary to download the entire video prior to playing it back.
This downloading process could take up to 45 minutes for a video that is 5
minutes in length, and impeded the growth of video distribution. The solution
was streaming media. With the advent of video streaming, viewers are able to
watch video clips on their computer as the file is being downloaded, on the fly,
very similar to a television broadcast. The quality of the viewing experience
depends on the end-users connection speed to the Internet. A streaming server is
a specialized piece of software that controls the actual streaming of the video,
often adjusting the data rate on the fly to compensate for the inconsistencies
of the Internet. It lets viewers jump ahead to later portions of a clip,
skipping entire portions without downloading them.

         Most ISPs will not allow users to install a streaming server on their
computer -- at least not for free. A number of companies rent space on their
streaming video servers for a flat fee or based on volume. There are also a
half-dozen or so that give space on their server for free or at a very low cost.
These companies generate revenue either from advertisements or by only offering
limited services for free (file size/volume limitations). Users, however,
generally cannot construct their own Web pages with embedded streaming media.
The streaming industry is still in its infancy. Nonetheless, the number of
consumers who are "media player enabled" continues to expand.

         Some of the vertical markets of video streaming include video
production, video post, video conferencing, distance learning, surveillance, and
intranet-delivered corporate training applications. Broadband access has also
appeared to have a positive impact on the growth of video streaming.

BUSINESS STRATEGY

Avenue Group, Inc. -- Operational Strategy

         Following the approval of shareholders at our 2002 Annual Meeting of
Stockholders held on December 24, 2002, we announced that the Company changed
its name from I.T. Technology, Inc. (ITTE) to Avenue Group, Inc. (AVNU). The
decision to change our name was made in order to reflect our broader strategic
focus and investment strategies, predominantly being pursued in the oil and gas
sector through Avenue Energy.

         VideoDome, a 50% owned subsidiary, is an application service provider
(ASP) of Internet video solutions. Stampville, a 50.1% owned subsidiary, is a
global portal community for stamp collectors and dealers. We also hold equity
interests, which was 25.4% as of December 31, 2004, in ROO, a digital
syndication service provider.

         Our activities during 2002 were principally devoted to finalizing an
OTC Bulletin Board listing, raising additional capital, seeking out new growth
and investment opportunities, leading to the incorporation and commencement of
operations at Avenue Energy, and other corporate activities. In July 2002, we
relocated our principal executive offices to California; however, we maintain an
office in Melbourne Australia.

         Our activities during 2003 were principally devoted to financing the
acquisition of Avenue Energy's interests in oil and gas leases and licenses in
Turkey pursuant to the Farmin Agreement with Aladdin Middle East and the
development of these leases and licenses, including the drilling of two oil
wells in Turkey. Our other operations, Stampville, VideoDome, and ROO Group,
operated during 2003 essentially through internally generated revenues and
without significant financial support from us.

         Set forth below is a description of the businesses and prospects of
Avenue Energy, Stampville, VideoDome, and ROO. These companies have limited
revenues and require significant additional capital funding to achieve their
business plans.

                                       12
<PAGE>


Avenue Energy, Inc. -- Operational Strategy

         In November 2002, we formed a wholly-owned Delaware subsidiary, Avenue
Energy, Inc. to pursue acquisitions of and investments in oil and gas
exploration and production entities. Avenue Energy has entered into a Consulting
Agreement with Dr. Jacob Jan Kornelis (Jaap) Poll and a company controlled by
him pursuant to which Dr. Poll was appointed Avenue Energy's Director of
Exploration, responsible for managing its acreage portfolio to ensure the
professional performance of joint venture requirements, to assist the Board of
Avenue Energy with advice regarding its acreage portfolio, source and pursue new
petroleum opportunities worldwide and potentially enter into new venture
agreements. The ultimate objective is to assist Avenue Energy's entry into the
petroleum exploration and production arena. The Board of Directors of Avenue
Energy, which was designated by Avenue Group, Inc., consists of Jonathan Herzog,
Jim Tan, Levi Mochkin and Dr. Jaap Poll.

         Avenue Energy is currently engaged in the exploration, development and
production of oil and gas in Turkey. It has also entered into an agreement for
acquisition from a company controlled by Dr. Jaap Poll of 36% of the outstanding
capital stock of Anzoil (Thailand) Pty Ltd., now known as Black Swan Petroleum
Pty Ltd, which leases from the Thai government an offshore petroleum concession
located in the Gulf of Thailand. Due to delays in the closing of this
transaction, the parties are currently discussing and seeking to finalize a
renegotiation of this Stock Purchase Agreement. At this time we cannot predict,
if and when this transaction will be consummated.

         The Participation Agreement in Turkey

         On November 18, 2002, we entered into a Farmin and Participation
Agreement with Aladdin Middle East Ltd., Ersan Petrol Sanayii A.S.,
TransMediterranean Oil Company Ltd., and Guney Yildizi Petrol Uretim Sondaj
Muteahhitlik ve Ticaret A.S., which are affiliates of the Sayer Group Consortium
and Middle East Petroleum Services Limited. Pursuant to the terms of the
agreement we paid $250,000 and acquired an option that allowed us to participate
in and acquire a 45% working interest in up to 31 exploration licenses and 2
production leases held by the members of the Sayer Group in Turkey, as well as
the option to participate with a 45% working interest in oil and gas properties
or rights which may be acquired by the Sayer Group through May, 2006, provided
that we are an active right holder in an exploration or production lease with
the Sayer Group at the time of the option exercise.

         Following Avenue Energy's participation in the two initial wells in
2003 since the Farmin Agreement was initially entered into and following various
amendments to the Farmin Agreement, Avenue Energy currently holds a 50% interest
in 30 licenses and leases in Turkey, including 2 production leases. These
interests are subject to an overriding royalty interest of 7.5% (excluding
governmental royalties) in favor of Ersan Petrol Sanayii A.S., an affiliate of
the Sayer Group and this now incorporates the previous 10% interest in the
leases and licenses that was formally held by Middle East Petroleum Services
Limited. Pursuant to the amendments, Avenue also currently has the right to
acquire up to a 50% interest in other oil and gas properties or rights which may
be acquired by the Sayer Group in Turkey through May 15, 2006.

         Pursuant to the Farmin Agreement we had the option, exercisable at any
time up to December 20, 2002, to acquire a 45% interest in the Tosun-1 well and
the License, by paying $2.25 million, in addition to the $250,000 we had already
paid, which amounts represented approximately 50% of the estimated well cost.
Tosun-1 lies adjacent to the producing Cendere and Karakus oilfields in
Southeast Turkey. On December 20, 2002 we exercised this option and at the same
time the parties modified certain payment terms of the Farmin Agreement to
extend the due dates with respect to the remaining payments. Avenue also
contributed an additional payment of $250,000 on May 30, 2003 towards completion
of the target horizons in the Tosun-1 well beyond the designated turnkey depth
of approximately 9335 feet, in full satisfaction of any and all costs incurred
at Tosun-1 that could have been attributable to it, thereby bringing our
aggregate and final payments in connection with the Tosun-1 well and license to
$2.75 million.

         Drilling of this well commenced in the fourth quarter of 2002 and
continued through May 2003. A total depth of 10,758 feet was reached and testing
at Tosun-1 continued to determine if initial oil recoveries would become
commercially viable. At total depth, the operator continued to swab the well and


                                       13
<PAGE>

recovered a mixture of formation water and oil. In order to stem the influx of
formation water into the wellbore, the operator placed a cement plug in the
bottom of the well from 10,726.5 feet to the total depth. The recoveries at this
well were a mixture of mostly formation water and some oil, which indicates that
the potential oil and water producing zone(s) have not effectively been isolated
from each other by the bottom hole cement plug. In August 2003, the operator
proposed and the joint venture parties agreed to the abandonment of the well,
but not the license, as it was likely that the well would produce too much water
from this location to be commercial. However, the recovery of over 100 barrels
of good quality oil confirms that oil exists in the Tosun license. The joint
venture believes that the Tosun-1 well encountered an oil accumulation near the
edge of a field of unknown extent. The joint venture is considering carrying out
a seismic survey to assist mapping of the oil structure. Without further seismic
and additional drilling, no determination can be made whether the recovery of
oil from the Tosun-1 well will ultimately lead to a commercial development
elsewhere on the Tosun structure.

         In addition, as a result of our exercise of the option with respect to
the Tosun-1 well, we had an option to acquire up to a 45% participating interest
in the Karakilise-1 well and license located in the Diyarbakir petroleum
district in Southeast Turkey. On April 17, 2003, we exercised the option. The
total exercise price of the Karakilise-1 well and license option was $2,000,000,
which was due in installments based upon the progress of the drilling of this
well. Spudding of the Karakilise-1 well occurred in late June 2003. Pursuant to
the Farmin Agreement, as amended in July 2003, we completed payments on the full
exercise of this option in September 2003. This well went into commercial
production in September 2003. As a result, we were also required to fund an
additional $187,164 towards completion costs. In September 2003, we paid
$100,000 of this amount and pursuant to arrangements reached with the Sayer
Group, the remaining balance of $87,164 is being funded from the our share of
the proceeds of crude oil sales from Karakilise-1.

         Since commencing production in mid-September 2003, the Karakilise-1
well has produced approximately 22,000 barrels of good quality light crude (32.5
degrees API). Aladdin Middle East sells the Karakilise crude on behalf of the
joint venture to the refinery at a price that reflects world parity in the month
preceding the sale, plus transportation costs to the refinery gate, adjusted for
crude quality.

         Aladdin Middle East has constructed two storage tanks with 5000 barrel
capacity both at the Karakilise-1 wellsite and purchased a 2 x 10,000 barrel
mixing and storage facility at the Tupras-owned Batman refinery. This refinery
was build for heavy crude from the Raman fields and our light Karakilise crude
requires mixing with heavier oils to enable it to be processed by this refinery.
Karakilise-1 is currently not producing at the earlier anticipated rates of over
600 BOPD. This may be due to the well's only partial intersection of the oil
column(s) as the well did not intersect an oil/water contact. The Operator will
monitor this well at its current production rates of 50-100 BOPD until the
Karakilise-2 well has been drilled and more information is available on the
thickness of the oil pay. A decision to deepen Karakilise-1 may then be
considered.

         Our participation in the Tosun-1 and Karakilise-1 wells also entitled
us to an option to participate in an additional 29 licenses and 2 production
leases held by members of the Sayer Group in Turkey. Included within this under
the amended Farmin Agreement, the Sayer Group was able to proceed to negotiate
and finalize the terms of a potential farmout agreement with a third party
covering three of these exploration licenses. In the event an agreement with
such third party had been reached, we had the option to acquire up to a 45%
interest in the operator's remaining interest in these leases for $135,000. We
were advised that the operator entered into a farmout agreement with this third
party. We ultimately elected not to exercise this option.

         Avenue Energy entered into new joint operating and related agreements
with the Sayer Group and its affiliates covering the future drilling and
production operations at the Karakilise license and 25 of the other exploration
and production licenses and leases in Turkey as decribed above in January 2004.
Under the agreements, Avenue Energy increased its participating interest in the
Karakilise and other additional licenses from 45% to 50%, though these interests
are subject to an overriding royalty interest of 7.5% (excluding governmental


                                       14
<PAGE>

royalties) in favor of Ersan Petrol Sanayii A.S., an affiliate of the Sayer
Group and this now incorporates the previous 10% interest in the leases and
licenses that was formally held by Middle East Petroleum Services Limited.
Avenue Energy originally exercised the option over the Additional Licenses in
November 2003, pending the necessary agreements to effectuate this exercise and
completed this transaction with the payment to the Sayer Group in January 2004
of a one-time contribution towards past costs of $315,000 and an ongoing monthly
administration fee covering exploration license and production lease rentals and
filings. The parties will jointly decide on all future exploration programs,
including the prioritizing of prospects and well site selections, subject to the
requirements of Turkish law. See also "Prospects of Avenue Energy - Exercise of
Option Over All Other Leases and Licenses in Turkey."

         In addition, in November 2003, Avenue Energy exercised an option
granted to it under the Farmin Agreement, as amended, which requires that the
Sayer Group workover (reopen) up to five existing wells in the Kahta Field and
drilling of up to three additional wells in the Kahta license at fixed costs to
the Company of $150,000 per well for workovers and $400,000 per well for new
wells. Avenue Energy will receive 95% of net revenues until it recovers 100% of
our entire investment of $2.75 million in Tosun-1 and up to $1.95 million in the
Kahta Field and thereafter will receive 50% of net revenues from these Kahta
wells under the new Agreements. Avenue Energy has until November, 2004 to
commence these operations.

         During the fourth quarter of 2003 the Sayer Group advised Avenue Energy
that it believes that additional production, storage facilities and
infrastructure improvements will be required at the Karakilise license to
support the Karakilise-1 well and additional development wells which may be
drilled. Avenue Energy is in discussions with the Sayer Group regarding the
necessity for, timing and nature and costs of these capital expenditures. The
cost of the Company's participation in all of these projects at the Karakilise
license has not yet been determined, but could be up to approximately $484,000
through March, 2004. The Company may elect not to participate in its share of
the costs of the capital improvements suggested by the Sayer Group. In such an
event, the Sayer Group may elect to undertake these projects on a "sole risk"
basis in which case the Company would not share in any revenues derived
therefrom.

         Our strategy is to secure, through Avenue Energy, rights to a
substantial acreage position in Turkey and apply new technology and outside
capital to undertake a sustained and aggressive exploration and development
program in an effort to attempt to unlock undiscovered and undeveloped oil and
gas reserves. We believe that Turkey's oil and gas potential has not been fully
explored and that it has significant remaining potential. Furthermore, subject
to additional financing, we believe that our corroboration with the Sayer Group
will afford us significant opportunities. Success in this strategy will be
dependent on many factors some of which, discussed in "Risk Factors" are beyond
our control. Of critical importance will be our ability to raise sufficient
capital to complete whatever exploration and drilling program is ultimately
agreed upon among us, Middle East Petroleum Services Limited and the Sayer Group
with respect to the acquired Sayer Group rights and our success in locating and
drilling successful wells. Over the past 20 years the Sayer Group has built up a
fully integrated oil company and owns the only private refinery license in
Turkey (the others are Government refineries), which is valid for a further 47
years. The Sayer Group's acreage position has been acquired, developed and
matured to drillable prospect stage and currently includes about 13 drillable
prospects. The Sayer Group owns its own drilling and work over rigs, seismic and
oilfield equipment, cementing and fraccing units, a fleet of tanker trucks and
has production and maintenance camps spread across Turkey. Pursuant to the
Farmin Agreement, access to the Sayer Group's equipment at competitive rates
should alleviate the need to import equipment and remove delays in drilling or
seismic acquisition.

         Avenue Energy, under the technical guidance of Exploration Director --
Dr. Jaap Poll and the technical staff of the Sayer Group and outside consultants
as and when required, is reviewing all prospects and leads on all licenses in
order to prioritize the most attractive drillable prospects for a multi-well
drilling program. Recommendations for seismic and further geoscientific work on
the less well defined leads and prospects and budgets will be prepared in order
to generate programs for potential drilling campaigns. The extent of Avenue
Energy's participation in these programs will be dependant upon having requisite
financing in place.

         We continually review and consider potential acquisitions or investment
targets. However, at this time, with the exception of the Black Swan Petroleum
Agreement and the Agreement with the Sayer Group in Turkey, we have not
negotiated the terms of any such acquisition or investment, completed our due
diligence with respect to any such acquisition or investment or negotiated or
executed any agreement with respect thereto and there can be no assurance that
we will be able to successfully negotiate, execute and consummate any such
investment or acquisition in the future. The oil and gas exploration and
production leases and licenses in the Republic of Turkey over which we have
interests or current rights to acquire participation interests under our Farmin
Agreement with the Sayer Group are as follows:

                                       15
<PAGE>
<TABLE>
<CAPTION>

    No. OF       NAME OF PETROLEUM       LICENSE       LICENSE NUMBER       COMPANY      % HELD      TOTAL AREA   TOTAL     AVENUE
   PETROLEUM        DISTRICT             PREFIX                            REGISTERED                 (HECTARES)  AREA     NET ACRES
   DISTRICT                                                                                                      (ACRES)
<S>              <C>                    <C>            <C>                 <C>            <C>           <C>       <C>         <C>
       X         SIIRT                  AR/AME         2759                Avenue         50.00%
                                                                           AME            50.00%
                                                                                                         11,086    27,394     13,697
       X         SIIRT                  AR/AMETMO      2598,2599,2600,2601 Avenue         50.00%
                                                                           AME            50.00%
                                                                                                        118,272   292,250    146,125
       X         SIIRT                  AR/TMO         3118                Avenue         50.00%
                                                                           AME            30.00%
                                                                           TMO            20.00%
                                                                                                         38,846    95,988     47,994
       X         SIIRT                  AR/EPS-GYP     3749, 3750          Avenue         50.00%
                                                                           AME            40.00%
                                                                           EPS            10.00%
                                                                                                         99,328   245,439    122,720
       X         SIIRT                  ARI/AME-TMO    2260                Avenue         50.00%
                                                                           AME            20.00%
                                                                           TMO            30.00%
                                                                                                          1,937     4,786      2,393
       X         SIIRT                  AR/AME-EPS     3254                Avenue         50.00%
                                                                           AME            50.00%
                                                                                                          2,145     5,300      2,650
      XI         DIYARBAKIR             AR/AME-EPS-AVE 2674, 2677, 2678    Avenue         50.00%
                                                                           AME            45.00%
                                                                           EPS            5.00%
                                                                                                        122,943   303,792    151,896
      XII        GAZIANTEP              AR/AME-EPS-AVE 3462                Avenue         50.00%
                                                                           AME            27.50%
                                                                           EPS            22.50%
                                                                                                          3,278     8,100      4,050

      XII        GAZIANTEP              IR/EPS         658                 Avenue         50.00%
                                                                                          50.00%
                                                                                                          7,060    17,445      8,723

      XII        GAZIANTEP              AR/AME-
                                        EPS-GYP        3612                                             48,525    119,905

     XIII        HATAY                  AR/TMO         3786                Avenue         50.00%
                                                                           TMO            25.00%
                                                                           AME            25.00%
                                                                                                         49,539   122,411     61,205

      XV         KONYA                   AR/EPS        3637, 3638,3639,   Avenue          50.00%
                                                       3640
                                                                          EPS             10.00%
                                                                          AME             40.00%
                                                                                                      199,221    492,275    246,138
      XVI        ANTALYA                 AR/AME-       3726,3727, 3728    Avenue          50.00%
                                         TMO-EPS                          AME             50.00%
                                                                                                      149,310    368,945    184,473
     XVII        IZMIR                   AR/AME-EPS    3700, 3701, 3702,  Avenue          50.00%
                                                       3703, 3704, 3705
                                                                          AME             50.00%
                                                                                                      281,899    696,572    348,286

                                       TOTAL Licenses  30                    TOTAL Hec. & Acres     1,133,389  2,800,602  1,466,858
</TABLE>
                                       16
<PAGE>

         Agreement to Purchase 36% Interest in Black Swan Petroleum

         Pursuant to a Stock Purchase Agreement dated November 11, 2002, Avenue
Energy agreed to acquire from a company controlled by Dr. Jaap Poll 36% of the
outstanding capital stock of Anzoil (Thailand) Pty Ltd., now known as Black Swan
Petroleum Pty Ltd. Pursuant to the Stock Purchase Agreement, Black Swan
Petroleum's assets were to include a contract to acquire: (i) 100% of the
offshore petroleum concession Block B7/38 located in the Gulf of Thailand and
(ii)) a letter of credit originally for approximately $1.8 million in cash (now
$1.6 million). Pursuant to the terms of the original agreement, at the closing
we will acquire 36% of Black Swan's outstanding shares in exchange for 20
million shares of our restricted common stock. The shareholders of Black Swan
will be required to contribute their proportionate share of the obligations of
Black Swan with respect to the development of the oil and gas concession which
are expected to be approximately $2.7 million (a total of $4.5 million less the
anticipated draw down on a letter of credit of approximately $1.8 million).
These funds will initially be utilized to fund the drilling of the first
commitment well, which is now not expected to commence before the fourth quarter
2004. The closing of the sale of the Black Swan Petroleum shares was subject to
the satisfaction by the seller of a number of conditions of closing. Due to
delays in the closing of this transaction, the parties are currently discussing
and seeking to finalize a renegotiation of this Stock Purchase Agreement. At
this time we cannot predict, if and when this transaction will be consummated.

Prospects of Avenue Energy

The Republic of Turkey

         Karakilise-1 well. Since commencing production in mid-September 2003,
the Karakilise-1 well has produced approximately 22,000 barrels of good quality
light crude (32.5 degrees API). The Operator sells the Karakilise crude on
behalf of the joint venture to the refinery at a price that reflects world
parity in the month preceding the sale, plus transportation costs to the
refinery gate, adjusted for crude quality.

         Karakilise-1 is currently not producing at higher rates as earlier
anticipated. This may be due to the well's only partial intersection of the oil
column(s) as the well did not intersect an oil/water contact. The Operator will
monitor this well at its current production rates of 50-100 BOPD until the
Karakilise-2 well has been drilled and more information is available on the
thickness of the oil pay. A decision to deepen Karakilise-1 may then be
considered.

         Exercise of Option on Karakilise-2 Well. In February, 2004 Avenue
Energy notified Aladdin Middle East, that pursuant to its Participation
Agreement, it would maintain a 50% interest in the drilling of the Karakilise-2
oil appraisal well. The Karakilise-2 well was scheduled to commence drilling in
March 2004, but delays have been encountered pending a resolution of outstanding
issues regarding the property, as discussed in Recent Developments. Avenue's 50%
share of the turnkey drilling costs of the Karakilise-2 well will be
approximately US$1.49 million of which 50% was paid in February 2004, with the
balance of approximately $750,000 due within 5 days of the following: (i)
spudding of the Karakilise-2 well-approximately $300,000; (ii) Karakilise-2 well
reaching a depth of 5,000 feet-approximately $225,000; and (iii) completion of
the Karakilise-2 well - approximately $225,000; in addition, if applicable,
Avenue will be responsible for the completion costs of the Karakilise-2 well
within 30 days of receipt of notice from Aladdin Middle East with respect
thereto. We may seek to transfer our deposit ($750,000) to the drilling costs of
other projects included amongst the acreage held by us in Turkey.

         Exercise of the Kahta Option. Pursuant to the Farmin Agreement, on
October 15th, 2003, Avenue Energy exercised its option to participate in the
further development of one of the Sayer Group's currently producing oilfields,
the Kahta Field. Under this arrangement, the Sayer Group will workover
(refurbish) up to five existing wells in the Kahta Field and drill up to three
additional wells in the Kahta License at fixed costs to us of $150,000 per well
for workovers and $400,000 per well for new wells. Avenue is entitled to receive
95% of net revenues from the Kahta Field until it recovers 100% of its entire
investment of $2.75 million in Tosun-1 and up to $1.95 million in the Kahta
Field and thereafter will receive 50% of net revenues from these Kahta wells
under the newly revised Farmin Agreement. Avenue Energy has until November, 2004
to commence these operations.

                                       17
<PAGE>

         Exercise of Option Over All Other Leases and Licenses in Turkey As a
result of Avenue's exercise of the Karakilise option and the drilling of the
Karakilise-1 well, Avenue was granted an option to participate in many other
remaining exploration licenses and production leases held by members of the
Sayer Group, which cover approximately 3 million acres in Turkey. At the closing
of this option of other exploration and production licenses and leases in
Turkey, we paid Aladdin Middle East a one-time contribution towards past costs
of $315,000 and are required to pay a monthly administration fee covering
ongoing exploration license and production lease rentals and filings. The
parties will jointly decide on future exploration programs, including the
prioritizing of prospects and well site selections, subject to the requirements
of Turkish law. We exercised this option in November, 2003. The option
subsequently closed in February, 2004. Certain of these Exploration Licenses and
Production Leases are located in the South-East Turkey portion of the Arabian
Basin on trend with the major oilfields in Turkey, Syria, Iran and Iraq. Other
Exploration licenses cover the southern half of the Toz Golu Salt Lake Basin,
just south of Ankara, the Antalya Basin in the eastern Mediterranean, close to
the Bulgurdag Oil Field (owned by the Sayer Group Consortium), and the onshore
portion of the Aegean Basin in Western Turkey adjacent to the Prinos Oil Field,
the only producing oilfield offshore Greece.

         In January, 2004, Avenue Energy signed new joint operating and related
agreements with Aladdin Middle East and its affiliates covering drilling and
production operations at both the Karakilise license and other exploration and
production licenses and leases in Turkey referred to above. Under the
Agreements, Avenue currently holds a 50% participating interest in the
Karakilise and the other additional licenses and leases subject to a 7.5%
overriding royalty interest (excluding governmental royalties) in favor of an
affiliate of the Sayer Group. The parties have also agreed that Avenue Energy,
at its discretion may elect to change its interest in any future wells from 50%
to no less than 25%; provided that, if Avenue chooses to reduce its
participation in any well, its ongoing interest in the subsequent development at
that particular license will also be reduced to the percentage previously
selected by Avenue.

Black Swan Petroleum - Thailand

         Avenue Energy's acquisition of the Black Swan Petroleum shares from the
affiliate of Dr. Poll pursuant to the November 2002 Stock Purchase Agreement is
subject to the satisfaction of certain conditions of closing, which we believe
have not yet occurred. Avenue Energy is currently in discussions and seeking to
finalize with Dr. Poll an amendment to the Stock Purchase Agreement. The closing
of the Stock Purchase Agreement will be subject to the satisfaction of a number
of conditions, including a further extension by the Thai government of Black
Swan Petroleum's initial drilling obligations at the Block B7/38 petroleum
concession. There can be no assurances that an amendment to the Stock Purchase
Agreement will be entered into and that the conditions of closing will be
satisfied and that this transaction will subsequently close.

         The Block B7/38 petroleum concession located in the Gulf of Thailand
has five drillable prospects and two leads identified by two dimensional and
three dimensional seismic coverage, as well as a host of follow up structural
and stratigraphic leads in a basin with proven oil potential. We believe that
these prospects have substantial oil potential as a result of the Shell Nang
Nuang oil discoveries adjacent to Black Swan Petroleum's drilling targets. The
petroleum concession is situated within the Chumphon Basin, one of a series of
North-South trending systems of Tertiary rift basins, which extend through the
Gulf of Thailand and onshore. The Chumphon Basin is an asymmetric half-graben
complex controlled to the west by the major Khlong Marui fault zone with a
mid-basin ridge separating the basin into sub-basins. The Tertiary fill consists
mainly of Oligocene-Miocen continental clastic sediments with the deepest part
of the Basin located to the west along a down-thrown side of the Khlong Marui
Fault where the Tertiary is more than 5km thick.

         The Tertiary sequence within the Basin is uncomformable to the
underlying North-South oriented Pre-Tertiary series of structural ridges in the
central part of the Basin, which have pronounced buried hill type closures with


                                       18
<PAGE>

reservoirs in the Karsted Permian Tatburi Carbonatese and leached Mesozoic
clastics and carbonates. The structural ridges are on-lapped by Oligocene and
Miocene lacustrine shales that form source and sel of the Pre-Tertiary
reservoirs.

         Black Swan Petroleum has the rights to petroleum exploration until
March 2, 2005. If the concessionaire desires to renew the exploration period, a
renewal application is required to be lodged not less than 6 months prior to the
termination of the exploration period. Pursuant to the terms of the petroleum
concession, the obligations are split into two obligation periods that require
certain mandatory expenditures for seismic reprocessing and acquisition,
geological studies and drilling.

         Approximately $4 million has already been spent on pre drilling
exploration within the petroleum concession during the first obligation period,
which originally ended on March 2, 2002 and was extended until March 2, 2004 by
the Thai government. The concessionaire was obligated during the first
obligation period to do geological studies, 3D seismic surveys and processing
and the drilling of one well. The drilling of the well by the end of the first
obligation period was not completed; however, Avenue Energy has been informed by
Dr. Poll that he believes that Black Swan Petroleum will be able to obtain
another extension for this requirement until March 2, 2005.

         In the event that this transaction closes, Black Swan Petroleum
currently believes it will commence drilling of its first well at the concession
on the Hong Fah prospect in the last quarter of 2004. The estimated dry hole
drilling cost for the well is $2.5 million, and if a discovery is made, an
additional $2 million to test and complete the well. However, in the event of a
dry hole, Black Swan Petroleum will be required to expend no less than $4.3
million prior to March 2005 or such other agreed upon timeframe to be determined
with the Thai authorities. Future exploration and drilling expenditures of Black
Swan Petroleum would be in accordance with the budgets approved by the
shareholders of Black Swan Petroleum. The second obligation period, ending March
2, 2005, requires an additional $4.5 million to be expended for reprocessing
($100,000), geological studies ($200,000), the drilling of a second well ($4
million) and incidental costs ($200,000). To keep the second obligation period
in effect, the concessionaire must satisfy the obligations of the first
obligation period.

Videodome Networks, Inc. -- Operational Strategy

         VideoDome Networks was founded in 1999. Its founders, Daniel Aharonoff
and Vardit Cohen (husband and wife), who remain the owners of 50% of its capital
stock, worked in the business of video streaming technology for several years
prior to incorporating VideoDome. Although VideoDome is currently generating
revenues, these revenues are insufficient to fund VideoDome's research and
development and expansion plans.

         VideoDome provides Internet based digital media solutions for corporate
and enterprise markets. VideoDome focuses on providing enabling technologies
that offer its customers the ability to unify and control all their digital
media technologies and initiatives under one platform. VideoDome offers a
complete solution, combining the processes of encoding, delivery, publishing and
tracking of video over the Internet. VideoDome's products are compatible with
existing streaming media platforms, which facilitate transmission of audio/video
over the Internet.

         The VideoDome digital media platform is custom built. The company is
actively developing three core elements of its business development strategy.
These are direct sales, the Partner Program and the Syndication and Subscription
Services segments. VideoDome's direct sales efforts currently focus in six key
market verticals which include health and beauty, automotive, corporate
messaging and/or training, education (distance learning and/or training),
religion, medical (continued education). The most conducive of these channel
partners include web developers and firms, graphic designers, web hosting
providers and/or data centers, production studios and facilities. VideoDome's
Syndication services allows clients to re-package and bundle client content
similar to the cable and satellite television model which in turn can make this
media available to their end-users (site visitors). VideoDome's Subscription
services enables clients to sell their content in a pay-per-view or membership
driven model. Both services provide potential for VideoDome to cross from an
Internet client-base to real-world clients in the satellite, set-top,
3G-wireless and digital television industries.

                                       19
<PAGE>

         Currently VideoDome's digital media publishing platform supports both
live events and on-demand media under both the wireline (traditional desktop
access) and wireless Internet (PDA's, cell and WiFi). Its web-based platform
addresses key areas in the digital media environment and ties them together into
a single application. Company administrators can upload media or insert remote
media server publishing points and through a hierarchical interface create
content channels and titles. All titles allow for additional metadata completion
such as text and graphics. A `skin wizard' system ties content in from the
content management side and can seamlessly create templates/skins for publishing
to the web or corporate Intranet. These skins can be customized as custom
pop-up, thumbnail template or embedded video templates. The publishing segment
allows for scheduling and enable/disable status of media. The platform also
wraps the entire media archive with a powerful video search engine. A set of
vertically integrated add-on's including security, syndication and
audience-measurement; VideoDome SecureStream Module, disables unauthorized
streaming of media on other sites. VideoDome Syndication Module allows for
re-packaging of media assets and wrapping into a new skin for syndication to
partners as well as integrated audience measurement for syndication partners.
Real-time audience measurement add-on can generate real-time reports within 6
seconds. Pre-built reports ready to be used provide easy output into PDF, DOC,
RTF or Crystal Reports for very easy distribution and comprehension within the
organization.

         VideoDome currently generates revenues through its flagship program
Digital Media Publishing Platform with ancillary revenues from hosting, encoding
and consulting services. Revenues can range from monthly licensing fees to
annual contracts.

         Media Manager is a primary product owned by VideoDome. Media Manager
allows VideoDome, through a simple web interface, to build global channels and
individual content channels that are then tailored for individual need. It
allows for management of the media and provides flexibility by enabling
functions such as powerful video search, filtering, customization, interstitial
ad placement and more. VideoDome's Media Manager is customizable and can support
a variety of page layout, look and feel on the front end with a feature set on
the interface. The video can also be customized to display at various sizes and
quality of transmission.

Other Digital Media Activities

         On January 14, 2002, the Company completed the acquisition of certain
of the assets of Streamcom Pty Ltd, a company engaged in the digital media
sector. As provided in the agreement, the Company issued 10,000,000 shares of
common stock to Streamcom in January 2002. The Company acquired existing
infrastructure, equipment and personnel that were of strategic importance to its
plans for an increased digital media focus. In July 2002, following the loss of
certain key personnel at Streamcom and in light of the lack of any meaningful
revenues being generated by Streamcom, the limited financial resources available
to the Company and the Company's shift in strategic focus previously discussed,
the Company opted to curtail its existing digital media activities in Australia
at this time and increase its focus and resources in the more developed U.S.
market through VideoDome.

Stampville.com, Inc. -- Operational Strategy

         Stampville is a "portal community" web site for the collectible postage
stamps community and for hosting philatelic services to dealers, collectors and
hobbyists. The Stampville web site merges the traditional hobby of stamp
collecting with the technological advantages of the Internet. Stampville
believes that doing so fills a gap in the stamp-collecting marketplace by
establishing an online stamp network for stamp collectors. Following the general
formats of a number of commercial web sites, Stampville anticipates that its web
site can produce increased revenues through sales, advertising, and services to
the philatelic community. Stampville believes the Internet is an ideal medium
for selling thematic and non-thematic collectibles. The natural and worldwide
appeal of stamp collecting and stamp art is particularly conducive to electronic
commerce.

         On December 1, 1999, Stampville entered into a supplier's agreement
with Inter-Governmental Philatelic Corporation, also known as IGPC, one of the
world's largest suppliers and dealers of philatelic stamps. Under the Agreement,
IGPC agreed to supply Stampville with stamps that IGPC has made available for


                                       20
<PAGE>

public sale at the lowest pricing structure available to other dealers, as well
as additional services to Stampville, including the extension of a line of
credit of up to $2,000,000 to Stampville for the purchase and shipping of stamps
from IGPC. Certain provisions of the IGPC Agreement providing for additional
services, including the line of credit terminated on December 1, 2002 pursuant
to a notice from IGPC. Consequently, the terms of the IGPC Agreement will
continue until December 1 2004, with respect only to IGPC's sale of stamps to
Stampville. IGPC represents approximately seventy postal administrations
throughout the world in matters relating to the design, production and marketing
of their postage stamps. IGPC also markets their stamps to collectors. IGPC is a
significant supplier of stamps to Stampville and allows Stampville to offer a
wide array of stamps at competitive prices. IGPC's President is Sam Malamud, the
father of Jonathan Y. Malamud, a director and President of Stampville, and the
father-in-law of David Eli Popack a director and Secretary of Stampville.

Prospects for Stampville.com

         In March 2002, in view of the limited financial resources available and
after reviewing possible alternatives, Stampville underwent an operations
restructuring. Oversight of substantially all of Stampville's activities
reverted to its founders, Messrs Malamud and Popack in New York. In the past we
have advanced additional working capital to Stampville and these loans are still
outstanding to us, though we are no longer advancing any funds to or on behalf
of Stampville and absent new developments, we do not anticipate providing any
material amount of funding to Stampville in the foreseeable future. Currently,
Stampville is funding its operations from its cash flow. Management continues to
explore strategic alternatives for the development of Stampville.

         Stampville developed a website portal that became operational in
mid-2000. Following the general formats of a number of commercial web sites,
Stampville anticipates that its web site can produce increased revenues through
sales, advertising, and services to the philatelic community. Strategic
alliances with established philatelic businesses will provide merchandise,
content and subject matter support. Traffic to the web site is generated both
through on-line and traditional advertising. By offering high-resolution graphic
images of products with completely searchable databases, Stampville hopes to
become a preeminent stamp retailing portal web site. Stampville is pursuing
marketing arrangements and partnerships with a number of partners.

         Should Stampville not be able to renew its contract with IGPC on
favorable terms before December 2004, or require a change in stamp providers,
this could have a material adverse effect to Stampville.

Roo Group, Inc.

         In November, 2003, we made a further investment of $200,000 in what was
formerly ROO Media Corporation, enabling it to merge with the publicly traded
Virilitec Industries, Inc. As a result of this we own 40,000,000 shares (25.4%
as at December 2003) of common stock in the newly merged entity, now known as
ROO Group, Inc., operated and controlled by Robert Petty, a former President of
ours. Other than through the voting power of our ownership of common stock in
ROO, we exert no control over the business operations or management of ROO.

         ROO recently announced that it has purchased 80% of the outstanding
shares of Reality Group Pty Ltd, a provider of integrated communication
solutions, including company branding solutions through to online advertising
and direct marketing solutions. According to ROO, Reality will continue to
operate as an independent subsidiary of theirs and the management and board of
Reality will be retained and continue to manage that company.

COMPETITION

Avenue Group, Inc.

         We are, and will continue to be for the indeterminate future, an
insignificant participant in the oil and gas, e-commerce and digital media
businesses. In addition, there are many other companies with far greater
experience and resources participating in similar oil and gas ventures that will


                                       21
<PAGE>

be in a better market position than Avenue Energy to take advantage of
large-scale opportunities that become available. Our financial resources will be
limited in comparison to those of many of our competitors. This inherent
competitive limitation may compel us to pursue certain less attractive
prospects. There can be no assurance that such prospects will permit us to
achieve our stated business objectives.

Avenue Energy, Inc.

         Competition in the oil and gas industry is intense, particularly with
respect to the acquisition of producing properties and undeveloped acreage.
Major and independent oil and gas companies, as well as individuals and drilling
programs, actively bid for desirable oil and gas properties, as well as for the
equipment and labor required to operate and develop such properties. Many
competitors have financial resources, staffs, facilities and exploration and
development budgets that are substantially greater than Avenue Energy's, which
may adversely affect Avenue Energy's ability to compete successfully. Given
Avenue Energy's lack of resources and staff relative to most of its competitors,
Avenue is at a competitive disadvantage in being able to locate and evaluate oil
and gas prospects and negotiate transactions for prospects that it considers
favorable. In addition, many of Avenue Energy's larger competitors may be better
able to respond to factors that affect the demand for oil and natural gas
production such as changes in worldwide oil and natural gas prices and levels of
production, the cost and availability of alternative fuels, the level of
consumer demand, the extent of domestic production of oil and gas, the extent of
imports of foreign oil and gas, the cost of and proximity to pipelines and other
transportation facilities, regulations by state and federal authorities and the
cost of complying with applicable environmental regulations.

Digital Media

         Like other internet-related businesses, VideoDome faces competition
from a variety of sources, including: Virage, Akamai, Speedera and Activate
which are all well-established companies. Because the barriers to entry are low
and potential competitors can establish competing businesses at relatively low
cost, VideoDome expects to face strong competition, both from individuals and
entities comparable in size to VideoDome as well as large, well-established and
well-funded competitors. Because of the size of the potential market that
VideoDome hopes to serve, VideoDome expects that as it becomes a more visible
and important provider, it will face additional competition.

         While VideoDome faces competition in the streaming video services area
from companies such as Virage Inc., Enscaler and others, VideoDome believes it
has an advantage in its ability to deliver scalability across its network, which
allows for fully unified control of a client's digital media assets. At the same
time, its license is combined with a comprehensive package of services which
provides encoding, delivery over it's own media network or extended through the
companies various CDN (Content Delivery Network) relationships.

         While VideoDome is encouraged that its revenues have recently been
increasing, to date they have not been significant. VideoDome derives its
revenues through its flagship Media Publishing Platform with ancillary revenues
from hosting, encoding and consulting services. Revenues can range from monthly
licensing fees to annual contracts.

         We are, and will for the indeterminate future continue to be, an
insignificant participant in the Internet and Digital Media business. We have
become increasingly active in the area of digital media, focusing both on the
services sector and content distribution and syndication. There are several
companies in this space including, Virage, Akamai, Speedera, Activate, Vast
Video, Videoaxis, Everstream, Feedroom, Audiobase Inc., Video Pipeline, ON24,
Newstream and more. We expect to encounter intense competition from other
entities having business objectives similar to these business objectives. Many
of these entities are well established and have extensive experience in this
space and possess far greater financial, technical, human and other resources
than VideoDome has and there can be no assurance that VideoDome will have the
ability to compete successfully. Because the barriers to entry are low and
potential competitors can establish competing businesses at relatively low cost,


                                       22
<PAGE>

VideoDome expects to face strong competition, both from individuals and entities
comparable in size to them as well as large, well-established and well-funded
competitors. Because of the size of the potential market which VideoDome hopes
to serve, it expects that as it becomes more visible and important providers, it
will face additional competition. VideoDome's financial resources will be
limited in comparison to those of many of its competitors.

Stampville.com, Inc.

         Currently, we are no longer funding Stampville and Stampville is not
generating significant revenues. Accordingly, it is not at this time, nor will
it for the foreseeable future be able to expend significant money on research
and development, acquisition of products, employees or marketing, which puts
Stampville at a significant disadvantage to its competitors.

         All aspects of the Internet market are new, rapidly evolving and
intensely competitive and the Company expects competition to intensify in the
future. Barriers to entry are low and current and new competitors can easily
launch new web sites, e-commerce concerns, portals and other competitive
alternatives at relatively low cost using commercially available software.
Stampville's present competitors include companies that have equal access to
expertise in computer and Internet technology such as Stampfinder.com and other
online stamp collecting and gift art Internet sites, as well as Internet
directories, search engine providers, shareware archives, content sites and
entities that attempt to establish online communities. Stampville also will
compete with a number of other traditional companies, such as stamp, gift and
hobby shops. Other major companies have the financial and technical ability to
compete aggressively in the stamp collecting market on the Internet. Many if not
all of these companies have longer operating histories, larger customer bases,
and greater brand name recognition in other businesses and Internet markets and
significantly greater financial, marketing, technical and other resources than
the Company or Stampville have. Competitive pressures created by any one of
these companies or by Stampville's competitors collectively could have a
material adverse effect on Stampville's and the Company's business, results of
operations and financial condition and the Company can give no assurances that
either the Company or Stampville will be able to compete successfully against
current and future competitors.

         In addition, other major nationally-known companies have the capability
to include stamp-collecting content on their existing well known web sites, to
market stamp collecting web sites through strong distribution channels and to
package their stamp-collecting web site with other popular web sites. To the
extent that a significant online market develops for stamp collection, the
Company anticipates that both traditional companies and Internet companies will
develop competitive web sites. All such companies would likely be better known
than Stampville, and would have significantly greater resources. In addition,
competitive services in the stamp-collecting marketplace may be under
development by major Internet companies of which the Company is unaware.

INTELLECTUAL PROPERTY

         All of our software was acquired from third parties. None of Avenue
Group, Stampville, or VideoDome has registered copyrights on any software. We
rely upon confidentiality agreements signed by our employees. Stampville has
previously trademarked with the United States Patent and Trademark Office
registration of "Stampville.Com" and three designs, combined with words, letters
and/or numbers as trade and service marks. Except as discussed above, Stampville
has not taken any steps to protect the technology or other intellectual property
it uses and is developing, and does not know if such technology or intellectual
property can, in fact, be protected from use by others.

         Subject to its receiving additional financing, VideoDome may file one
or more patent claims addressing, among other things, scalable video conversion
processes, dynamic directories, cataloging and administration. There is no
guarantee that either Stampville or VideoDome will successfully complete their
respective trademark and patent applications. In the event Stampville or
VideoDome fails to complete their respective trademark or patent applications,
the companies may suffer the risk of having competing companies make use of
their respective marks and technology. In such a case, both Stampville and
VideoDome would lose the exclusive use of their respective marks and technology,
thereby losing a significant portion of their respective competitive advantages.

                                       23
<PAGE>

         There can be no assurance that the steps taken to date by us will be
adequate to prevent misappropriation of our technology or that our competitors
will not independently develop technologies that are substantially equivalent or
superior to our technology. In addition, there can be no assurance that licenses
for any intellectual property that might be required for our services or
products would be available on reasonable terms, if at all.

         Although we do not believe that our products infringe the proprietary
rights of any third parties, and no third parties have asserted patent
infringement or other claims against us, there can be no assurance that third
parties will not assert such claims against us in the future or that such claims
will not be successful. Patents have been granted recently on fundamental
technologies in the communications and multimedia areas, and patents may be
issued which relate to fundamental technologies incorporated in our products.
Since patent applications in the United States are not publicly disclosed until
the patent issues, applications may have been filed which, if issued as patents,
could relate to our products. In addition, participants in our industries also
rely upon trade secret law. We could incur substantial costs and diversion of
management resources with respect to the defense of any claims relating to
proprietary rights, which could have a material adverse effect on our business,
financial condition and results of operations. Furthermore, parties making such
claims could secure a judgment awarding substantial damages, as well as
injunctive or other equitable relief, which could effectively block our ability
to provide services in the United States or abroad. Such a judgment could have a
material adverse effect on our business, financial condition or results of
operations.

ENVIRONMENTAL MATTERS

         Our operations are subject to various laws and regulations relating to
the environment, especially related to our oil and gas operations, which have
become increasingly stringent. These laws and regulations may require us to
remediate or otherwise redress the effects on the environment of prior disposal
or release of chemicals or petroleum substances by us or other parties. We
expect to make provisions for environmental restoration and remediation at the
time we determine that a clean-up is probable and the amount of such clean-up is
reasonably determinable. The costs of future restoration and remediation are
inherently difficult to estimate, could be significant, and may be material to
the results of our operations in the period in which they are recognized and may
have a material impact on our financial position or liquidity. Our operations
are also subject to environmental and common law claims for personal injury and
property damage caused by the release of chemicals or petroleum substances by us
or others.

         There are no known proceedings instituted by governmental authorities,
pending or known to be contemplated against us under any international, United
States federal, state or local environmental laws. We are not aware of any
events of noncompliance in our operations in connection with any environmental
laws or regulations and we are not aware of any potentially material
contingencies related to environmental issues. However, we cannot predict
whether any new or amended environmental laws or regulations introduced in the
future will have a material adverse effect on the future business of Avenue
Group, Inc.

RESEARCH AND DEVELOPMENT

Avenue Energy

         Research and development for Avenue Energy is ongoing as a requirement
of contractual agreements and the nature of oil and gas exploration in general.
Funding for research and development is a component of costs and payments to the
Sayer Group, the Government of Thailand and related affiliates as outlined above
under the section "Business Strategy."

                                       24
<PAGE>

Stampville

         Research and development are strictly focused to revenue generating
enhancements including site and technical changes marketing initiatives and
other associated development and research. Stampville research and development
is conducted internally by its founders and through external contractors as
required. No specific budget for research and development is outlined in the
business plan as a separate and distinct operating cost.

Digital Media

         VideoDome continues to pursue opportunities to improve products and
services. Currently, research and development is conducted internally and
through outsourcing agreements. VideoDome continues to develop the products and
services it offers customers.

GOVERNMENTAL MATTERS

         The status of Avenue Energy as a petroleum right holder and its
continued ability to directly own the leases in connection with its interests in
licenses and leases in Turkey and ability to operate as such, is subject to
ongoing compliance with Turkish Law. Pursuant to an ongoing Representation
Services Agreement with Mr. Oyman Sayer in Turkey, these compliance matters and
the day-to-day administration of Avenue Energy's regulatory affairs in Turkey
are handled by Mr. Sayer, who receives quarterly fees of $30,000 (plus VAT) for
such services. The potential acquisition of the shares in Black Swan Petroleum
and the consummation of the relevant Agreement are still subject to certain
conditions including but not limited to certain extensions being approved by the
Royal Thai Government.

EMPLOYEES

         As of March 15, 2004 the Company together with its affiliated
subsidiaries, except Stampville, employed 4 full-time employees including 3
officers and one independent contractor and 4 part-time employees and/or
consultants including 1 officer. Mr. Malamud and Mr. Popack serve as officers
and directors of Stampville. At this point in time, Stampville does not have any
employees; all work is done through its directors and three independent
contractors.

ITEM 2.    PROPERTIES

         Our and VideoDome's principal executive offices are located at Gelb
Plaza at 17547 Ventura Boulevard, Suite 305 in Encino, California. In March,
2004 we signed a new one year lease covering this office space of approximately
1425 square feet at a rate of $2,636 per month with an option to renew the lease
for an additional year thereafter.

         In addition, we currently have offices located at 34-36 Punt Road,
Windsor 3181, Melbourne, Victoria, our original headquarters. The office
consists of a newly built stand-alone office and showroom with on-site parking
and approximately 540 square meters of office and showroom space. On February 4,
2002, we entered into a Contract of Sale over the Melbourne premises. The sale
closed on March 25, 2002. Under the terms of the Contract of Sale, we received a
total consideration of AUD$983,000, then equivalent to approximately $503,000.
Pursuant to a further agreement with the purchaser, we received a rent-free
period to continue occupying these offices in Melbourne for a period of 12
months from the date of closing. Since April 2003, we have occupied
approximately half of this space, under a lease with the annual rental rate set
at $45,000 Australian Dollars (approximately USD $34,000) We are currently
renewing this lease on similar terms, based on a 3% increase, for at least a
further 12 months and possibly beyond.

         Avenue Energy also maintains a branch office in Ankara, Turkey operated
by Mr. Oyman Sayer, as described in "Governmental Matters" above.

                                       25
<PAGE>

         The oil and gas leases and licenses where we have an interest are
located in southeast Turkey, which forms the north flank of the Arabian Basin
and which lies adjacent to the oilfields of Iraq, Iran and Syria. In 2003 we
drilled the Tosun-1 well, which is part of the Tosun License, located in
Petroleum District XII -- Gaziantep in the Republic of Turkey covering 3,278
hectares and the Karakilise-1 well, part of the Karakilise License, located in
Petroleum District XI- Diyarbakir in the Republic of Turkey covering 122,943
hectares.

         Other Exploration licenses cover the southern half of the Toz Golu Salt
Lake Basin, just south of Ankara, the Antalya Basin in the eastern
Mediterranean, close to the Bulgurdag Oil Field (owned by the Sayer Group
Consortium), and the onshore portion of the Aegean Basin in Western Turkey
adjacent to the Prinos Oil Field.

         Black Swan Petroleum's oil and gas concession, is located in the
Chumphon Basin in the Gulf of Thailand, covering 2,293,875 acres. In March 2004,
Black Swan Petroleum submitted a scheduled partial acreage relinquishment
proposal to the Thai authorities, which if approved, will reduce the concession
to about one third of the original permit. The retained portion of the
concession covers all of the known prospects and leads in the basin. In the
event this transaction with Dormley Pty Ltd is consummated we will have a 36%
ownership interest in Black Swan Petroleum.

         We have acquired interests in oil and gas properties through our
acquisition of a participation interest in the Sayer Group rights and
potentially our share of rights with respect to Black Swan Petroleum's
concession through our potential ownership interest in Black Swan Petroleum. In
connection therewith, we have relied on the representations and warranties of
the holders of these rights. In the event we acquire ownership directly in the
future, we currently intend to perform only a perfunctory title examination at
the time of acquisition of undeveloped properties, as is customary in the oil
and gas industry. Prior to the commencement of drilling, in most cases, a
thorough title examination will be conducted and significant defects will be
remedied before proceeding with operations. We believe that the title to these
properties is generally acceptable to a reasonably prudent operator in the oil
and gas industry. The properties to be acquired by us will be subject to other
interests customary in the industry, liens incidental to operating agreements,
current taxes and other burdens, minor encumbrances, easements and restrictions.

ITEM 3.  LEGAL PROCEEDINGS

         From time to time, we may be involved in litigation relating to claims
arising out of our operations in the normal course of business. We are currently
not a party to any legal proceedings.

         Aladdin Middle East, the operator of the leases and licenses where we
have an interest in Turkey, is from time to time party to litigation regarding
its operations on these properties, including breach of contract and land use
litigation in the ordinary course of business, and has advised us that claims
have been asserted against it by various parties in the ordinary course of
business. For a discussion of litigation involving the Karakilise-2 well and
license, see Recent Developments.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  At our Annual Meeting of Stockholders held on December 29,
2003, our shareholders approved the following two resolutions:

                  (1) To elect three Directors, each to serve for a one-year
term or until their successors are duly elected and qualified and

                  (2) To ratify the selection of the firm Weinberg & Company,
P.A. as our independent accountants for the year ending December 31, 2003.

                  The number of shares voted and represented at the meeting was
119,489,341 shares, representing in excess of 59% of total shares outstanding as
of the record date, which shares were voted in favor of all resolutions, except
for a single shareholder with 100 shares voted to withhold his shares from a
vote in favor of each of the nominees and to abstain in connection with the
notification of the of the election of our independent accountants.

                                       26
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock was listed in April 2002 for trading on the NASDAQ
Bulletin Board under the symbol "ITTE." In 2003, due to our name change, our
trading symbol because "AVNU." To date, due in part to the small size of the
public float on our shares, there has been a limited public market for the
common stock and there can be no assurance that an active trading market for the
common stock will develop. As a result thereof, the price of the common stock is
subject to wide fluctuations and the current market price of the common stock
may not be an accurate reflection of our value or the common stock's further
trading value.

         On October 4, 2002 our common stock began trading on the third market
segment of the Frankfurt Stock Exchange under the symbol ITQ and the German
Cusip number (WKN) 722 861.

         The following table sets forth, for the period indicated, the high and
low sales prices per share for our common stock as reported on the NASDAQ
Bulletin Board:

         Fiscal Year ended December 31, 2003
                                                          High            Low
                                                       --------           ----
         First Quarter                                 $   0.68           0.53
         Second Quarter                                $   0.73           0.58
         Third Quarter                                 $   0.65           0.45
         Fourth Quarter                                $   0.64           0.30


         Fiscal Year ended December 31, 2002
                                                          High            Low
                                                       --------           ----
         Second Quarter                                $   0.13           0.08
         Third Quarter                                 $   0.23           0.05
         Fourth Quarter                                $   0.83           0.20

SHAREHOLDERS

         As of March 22, 2004, the Company had 72 shareholders of record.

DIVIDEND POLICY

         It is the present policy of the Board of Directors to retain earnings
for use in our business. We have not declared any cash dividends to our
shareholders and we do not anticipate paying dividends in the foreseeable
future.

TRANSFER AGENT

         The Transfer Agent and Registrar for the Company's common stock is
Transfer Online, Inc. Its address is 317 SW Alder Street, 2nd Floor Portland,
Oregon 97204 and its telephone number at that location is 503-227-2950; Fax
503-227-6874.

                                       27
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OVERVIEW AND PLAN OF OPERATIONS

         Avenue Group, Inc. was incorporated in Delaware on February 2, 1999. We
are engaged in oil and gas exploration and development, e-commerce and digital
media businesses through interests in our operating subsidiaries, Avenue Energy,
Inc., Stampville.Com Inc. and VideoDome.com Networks, Inc., and through our
equity interest in ROO Group, Inc. ("ROO") which was 25.4% as of December 31,
2003 and which is traded on the NASDAQ-OTCBB. We have three wholly-owned
subsidiaries, I.T. Technology Pty. Ltd., which was established to further our
operations in Australia; Avenue Energy, Inc., which we formed in November 2002
to broaden our strategic focus and pursue potential growth and investment
strategies in the oil and gas sector; and Bickhams Media, Inc, which owns 50% of
VideoDome. Avenue Group, Inc. currently owns 50.1 % of Stampville. Except as
expressly indicated to the contrary, references to "we," "us," or "our"
contained in this references in this document include Avenue Group, Inc. and/or
our wholly owned subsidiaries.

         We have limited sales, and our activities through December 31, 2003
have been principally devoted to organizational matters, raising capital,
establishing and advancing operations at Avenue Energy, which commenced
commercial oil production at the Karakilise-1 well in September 2003, and
acquiring equity interests in our operating subsidiaries Stampville and
VideoDome and in ROO. Stampville specializes in the wholesale and Internet sale
of philatelic memorabilia, including stamps and other collectibles. VideoDome
provides a range of Digital Media services, including but not limited to:
hosting and delivery, media management services, registration and delivery of
video stream via the Internet. ROO is a digital syndication service provider
specializing in the delivery and management via the Internet of syndicated
multi-media and video content. We have incurred losses since inception, and
management anticipates incurring substantial additional losses as we pursue our
strategies.

         In April, 2002 our Common Stock commenced trading on the NASDAQ OTC-
Bulletin Board under the symbol "ITTE." As a result of our name change our
symbol is now "AVNU." In July 2002, we relocated our principal executive offices
to California, but continue to maintain our office in Melbourne, Australia.

         Due to changes in the marketplace and the economic environment, in 2002
we sought to broaden our strategic focus and pursue a broader range of potential
growth and investment strategies. In connection with this, our Board of
Directors approved a proposal to change our name to "Avenue Group, Inc." Our
shareholders approved the name change at our 2002 Annual Meeting of
Stockholders, which was held on December 24, 2002 and it became effective on
January 21, 2003.

         As part of our shift to a broader strategic focus, during the second
half of 2002 we began to consider acquisitions of and investments in oil and gas
exploration and production entities. Avenue Energy, Inc. was formed to pursue
this line of business.

         On November 11, 2002, Avenue Energy entered into a Stock Purchase
Agreement with a company controlled by Dr. Jaap Poll to acquire 36% of the
outstanding capital stock of Anzoil (Thailand) Pty Ltd., now known as Black Swan
Petroleum, in exchange for up to 20 million shares of our common stock. Avenue
Energy also agreed to engage the services of Dr. Poll as its Director of
Exploration on a part time consultancy basis. Dr. Poll was also elected as a
Director of Avenue Energy. The closing of the sale of the Black Swan Petroleum
shares was subject to the satisfaction by the seller of a number of conditions
of closing. Due to delays in the closing of this transaction, the parties are
currently discussing a renegotiation of this Stock Purchase Agreement. At this
time we cannot predict when, if ever, this transaction will be consummated.

         On November 18, 2002, we entered into a Farmin and Participation
Agreement with Sayer Group Consortium and Middle East Petroleum Services
Limited. Pursuant to the terms of the agreement we paid $250,000 in November
2002 and acquired an option that allowed us to participate in and acquire a 45%


                                       28
<PAGE>

working interest in up to 31 exploration licenses and 2 production leases held
by the members of the Sayer Group in Turkey, as well as the option to
participate with a 45% interest in oil and gas properties or rights acquired by
the Sayer Group in the future, so long as we continue to be an active right
holder in an exploration or production lease with the Sayer Group.

         During 2002 we exercised an option under the Farmin Agreement to
acquire a 45% interest in the Tosun-1 well and License by paying an additional
$2.25 million in December 2002, which represented about 50% of the estimated
well cost. Drilling of this well commenced in the fourth quarter of 2002. During
2003, Avenue contributed an additional payment of $250,000 on May 30, 2003, in
full satisfaction of any and all costs incurred at Tosun-1, thereby bringing our
aggregate and final payments in connection with the Tosun-1 well and license to
$2.75 million. Drilling on the Tosun-1 well continued through May 2003 at which
time total depth was reached and testing at Tosun-1 continued to determine if
initial oil recoveries would become commercially viable. Although over 100
barrels of good quality oil were recovered at this well, the recoveries were a
mixture of mostly formation water and some oil, which indicates that the
potential oil and water producing zone(s) have not effectively been isolated
from each other by the bottom hole cement plug placed by the operator. In August
2003, the operator proposed, and the joint venture parties agreed to, the
abandonment of the well, but not the License, as it was likely that the well
would produce too much water from this location to be commercial. However, the
recovery of oil from this well confirms that oil exists in the Tosun License.
The joint venture believes that the Tosun-1 well encountered an oil accumulation
near the edge of a field of unknown extent. The joint venture is considering
carrying out a seismic survey to assist mapping of the oil structure. Without
further seismic and additional drilling, no determination can be made whether
the recovery of oil from the Tosun-1 well will ultimately lead to a commercial
development elsewhere on the Tosun structure.

         In addition, as a result of the Company's exercise of the option with
respect to the Tosum-1 well, it had an option to acquire up to a 45%
participating interest in the Karakilise-1 well and license located in
the Diyarbakir petroleum district in southeast Turkey. On April 17,
2003, the Company exercised the Karakilise option. Spudding of the
Karakilise-1 well occurred in late June 2003. The total exercise price of the
Karakilise-1 well and license option was $2,000,000 due in installments based
upon the progress of the drilling of this well. Pursuant to the Farmin
Agreement as amended again in July 2003, the Company completed payments on the
full exercise of this option in September 2003 (Also see Recent Developments).

         Following our participation in the two initial wells in 2003, we
elected to exercise our option into the additional exploration licenses and
leases held by members of the Sayer Group in Turkey. Avenue Energy exercised the
option over these in November 2003; however, the necessary agreements to
effectuate this exercise and to complete this transaction were completed in
January 2004.

         In addition, in November 2003, we exercised an option which requires
that the Sayer Group workover (reopen) up to five existing wells in the Kahta
Field and drill up to three additional wells in the Kahta license at fixed costs
to us of $150,000 per well for workovers and $400,000 per well for new wells. We
will receive 95% of net revenues until we recover 100% of our entire investment
of $2.75 million in Tosun-1 and up to $1.95 million in the Kahta Field and
thereafter will receive 50% of net revenues from these Kahta wells under the new
Agreements. We have until November 2004 to commence these operations.

         During 2003 we continued to work with our other operating subsidiaries
Stampville and VideoDome and with ROO Media Corporation. Stampville operated in
2003 without financial assistance from the Company. Management continues to
explore strategic alternatives for the development of Stampville. In November,
2003 we assisted ROO Media Corporation in financing its merger with Virilitec
Industries, Inc., whose shares are traded on NASDAQ-OTCBB. The shares of the
surviving entity, ROO Group, Inc., continue to be publicly traded on
NASDAQ-OTCBB. As of December 31, 2003, we owned approximately 25.4% of the
outstanding shares of ROO.

RESULTS OF OPERATIONS

Year ended December 31, 2003 versus year ended December 31, 2002

         During the year ended December 31, 2002 our activities were mainly made
up of finalizing an OTC Bulletin Board listing, raising additional capital,
seeking out new growth and investment opportunities, leading to the
incorporation and commencement of operations at Avenue Energy, and other
corporate activities. In the year ended December 31, 2003, operational
activities increased significantly, with a principal focus on the further
development of operations at Avenue Energy, particularly our oil and gas
activities in the Republic of Turkey, as well as other corporate activities.

                                       29
<PAGE>

         We generated $470,476 in revenues in the year ended December 31, 2003,
versus $123,867 in the year ended December 31, 2002. The increase was
predominantly the result of both a significant increase in sales at VideoDome
from the previous year and from Avenue Energy, which generated its first
revenues since its inception in September 2003, following the commencement of
oil production from its Karakilise-1 well discovery in Turkey. Avenue Energy's
net share of oil production accounted for $157,682 in revenues for the year
ended December 31, 2003. VideoDome's revenue was up significantly from the
previous year and accounted for $281,352 of total revenues, with the remaining
revenue of $31,442 attributable to Stampville. Management attributes the
significant increase in VideoDome's revenues to a wider market adoption of its
products and services and its ability to enter into new market segments as a
result of improved product offerings and also a result of existing customer
contract renewals and new sales efforts.

         Our operating expenses increased significantly in the year ended
December 31, 2003. This is predominantly the result of additional costs incurred
in connection with development of operations at Avenue Energy, which was
actively involved in exploration activities and finalizing the acquisition of
additional acreage in Turkey during the year. The most significant operating
expense increase was the result of an impairment loss of $1,453,297 recorded in
the second quarter in connection with Avenue Energy's Tosun-1 exploration well
in Turkey. The impairment loss resulted from the operator of the Tosum-1 well
proposing in August 2003 that the joint venture parties abandon the well, but
not the license, as it was likely that the well would produce too much water to
be commercial. The joint venture is considering carrying out a seismic survey to
assist in mapping of the oil structure. Without further seismic and additional
drilling, no determination can be made whether the receovery of oil from the
Tosum-1 well will ultimately lead to a commercial development elsewhere on the
Tosum stsructure. In addition to this, the year ended December 31, 2003
represented the first full year of operations at Avenue Energy, including the
operating expenses associated with the engagement of key personnel and
consultants, including the services provided by our Chief Executive Officer and
our Director of Exploration. Also included in these consulting expenses are
various principally non-cash expenses related to the engagement of several
investment and merchant banking and public and investor relations consultants.
Overall, these expenses to consultants accounted for an increase of
approximately $657,782 to general and administrative expenses from the previous
year. The remaining increase in operating costs is largely attributable to other
general and administrative expenses which increased as a result of legal and
professional fees ($139,922 increase) and travel related expenses ($75,332
higher), both to a large extent related to corporate activities and expenses
associated with Avenue Energy's first full year of operations. Rent expenses
were also $48,521 higher than last year, essentially as a result of the
expiration of the rent-free period extended to us at our Australian offices in
the previous year ended December 31, 2002.

         Overall, we incurred a net loss of $4,691,177 for the year ended
December 31, 2003, compared to a net loss of $1,804,949 for the year ended
December 31, 2002. A significant part of this increase is attributable to the
previously mentioned impairment loss of $1,453,297 recorded in the second
quarter in connection with Avenue Energy's Tosun-1 exploration well in Turkey.
Our net loss also increased as the result of a one-time $1.3 million interest
expense recorded in connection with the conversion into our common stock of a
convertible promissory note during the third quarter of 2003 at a discount to
the common stock's then prevailing market price.

         Excluding the conversion and impairment losses as described, the net
loss for the current year increased by only $102,931 from the previous year.
This was due to the increased operating expenses being offset in part by an
increase of $346,609 in overall revenues and the fact that there was a $355,869
impairment loss for marketable securities recorded during the same period in
2002.

FINANCINGS

         In the year ended December 31, 2003, the Company entered into
agreements with accredited investors in a private placement pursuant to which it
had an aggregate of 21,123,667 shares of its restricted common stock issued or
to be issued as at December 31, 2003. This resulted in proceeds of $3,687,524.
The investors received registration rights with respect to the shares issued to
them. Proceeds from the offering were principally utilized to fund Avenue
Energy's oil and gas activities in Turkey and for working capital.

         In July 2003, we issued 1,000,000 shares of common stock to Robert
Petty and ROO Media Corporation in connection with the exercise of 1,000,000
stock options previously issued for $100,000.

                                       30
<PAGE>

         On April 15, 2003, we entered into a purchase agreement with an
accredited investor for the sale of a $1.3 million principal amount of one year
convertible notes bearing interest at a rate of 3.5% in a private placement to
assist with the financing of drilling operations in Turkey. The purchase
agreement was amended on September 15, 2003, pursuant to which the purchaser
funded the balance due under the agreement and cancelled the original $300,000
of notes issued to him in return for a new $1.3 million convertible note that
was immediately convertible into shares of our restricted common stock at a
price of $0.15 per share. Shortly after receipt of the new convertible note the
purchaser converted the entire principal amount thereof at $0.15 per share into
8,666,667 shares of our restricted common stock.

LIQUIDITY AND CAPITAL RESOURCES

         We have generated losses from inception and anticipate that we will
continue to incur significant losses until, at the earliest, we can generate
sufficient revenues to offset the substantial up-front capital expenditures and
operating costs associated with establishing, attracting and retaining a
significant business base. Our consolidated financial statements have been
presented on the basis that we are a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. We have a net loss of $4,691,177 and a negative cash flow from
operations of $1,574,296 for the year ended December 31, 2003, and an
accumulated deficit of $12,625,685 as of December 31, 2003. There can be no
assurance that we will be able to generate meaningful revenues or achieve
profitable operations.

         The capital requirements relating to implementation of our business
plan will be significant. As of December 31, 2003, we had cash of $1,898,784 and
working capital of $1,759,137 versus $2,147,775 and $1,384,582 respectively as
of December 31, 2002. Of our working capital as of December 31, 2003
approximately $1,061,000 has been utilized towards completing our acquisition of
many additional leases and licenses in Turkey and our initial payments in
connection with our participation in the Karakilise-2 well (See Recent
Developments).

         During the next twelve months, we intend to further develop our oil and
gas activities. In order to fully participate in the Karakilise-2 well, the
Khata field workovers and the drilling of a new well at the North Rubai prospect
and to fund corporate overhead expenses, we will need to expend at least
approximately $6.5 million during the next twelve months. In addition to the
foregoing, we will be required to expend significant additional capital to fully
participate in other scheduled oil and gas activities in the Republic of Turkey
during the next 12 months. To date we have been dependent on the proceeds of
private placements of our debt and equity securities and other financings in
order to implement our operations. Management plans to rely on the proceeds of
recent private placements, loans from affiliates, at their discretion, and/or
debt or equity financing to finance its operations. During 2004, we have
continued to seek additional capital in order to meet our cash flow
requirements, though we have not yet confirmed any further arrangements for
ongoing funding. There is no assurance that we will be successful in achieving
any such financing or raise sufficient capital to fund our operations and
further development. There can be no assurance that any such financing will be
available to us on commercially reasonable terms, if at all. If we are not
successful in sourcing additional capital, we may have to significantly curtail
our operations and this could have a material adverse affect on our business,
results of operations and financial condition.

         Although our subsidiaries, Stampville and VideoDome, do not currently
require capital from us, for the foreseeable future, they will not generate
sufficient excess capital to fund any significant expansion plans. In addition,
we require capital to fund our corporate overhead and the overhead costs of
Avenue Energy. We have engaged the services of several investment and merchant
banking consultants on a non-exclusive basis to assist us in these and other
activities. Pursuant to the terms of consulting agreements entered into in
September 2003 we issued 200,000 shares of our restricted common stock in
private placements to the consultants for their services.

         In addition to the capital costs of our oil and gas exploration
activities in Turkey, in the event we complete the renegotiation of the Stock
Purchase Agreement, the necessary requirements for closing of our acquisition of
36% of the capital stock of Black Swan Petroleum Pty Ltd occurs and drilling at
the concession in the Gulf of Thailand commences, the participants will be
required to contribute their proportional share of the costs of the expenditure
obligations of approximately US $4.3 million (less the balance of the funds
allocated to Black Swan specifically for this program - estimated to be US $1.8
million).

                                       31
<PAGE>

         In addition, during the fourth quarter of 2003 the Sayer Group advised
us that it believes that additional production, storage facilities and
infrastructure improvements will be required at the Karakilise license to
support the Karakilise-1 well and additional development wells which may be
drilled. We are in discussions with the Sayer Group regarding the necessity for,
timing and nature and costs of these capital expenditures. The cost of our
participation in all of these projects at the Karakilise license has not yet
been determined, but could be up to approximately $484,000 through March, 2004.
The Company may elect not to participate in its share of the costs of the
capital improvements suggested by the Sayer Group. In such an event, the Sayer
Group may elect to undertake these projects on a "sole risk" basis in which case
we would not share in any revenues derived therefrom.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         We have identified the following significant policies as critical to
the understanding of our consolidated financial statements. The preparation of
our consolidated financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of sales and expenses during the
reporting periods. Areas where significant estimation judgments are made and
where actual results could differ materially from these estimates are:

         A.       The fair value of our investment in ROO

         B.       The impairment loss and carrying amount of our investment in
                  the Turkish oil joint venture.

         C.       The assumptions used in calculating the fair value of our
                  stock options issued using the Black-Scholes pricing model.

         We believe the following are among the most critical accounting
policies that impact our consolidated financial statements. We suggest that our
significant accounting policies, as described in our consolidated financial
statements in the Summary of Significant Accounting Policies, be read in
conjunction with this Management's Discussion and Analysis of Financial
Condition and Results of Operation.

         A.       We account for our investment in the Turkish oil joint venture
                  under the equity method, and therefore our investment is
                  recorded at cost is adjusted in the future for our
                  proportionate share of undistributed earnings or losses.

RECENT DEVELOPMENTS

Exercise of All Other Licenses and Leases Option in Turkey

         In January 2004, we entered into new joint operating and related
agreements with the Sayer Group and its affiliates covering the future drilling
and production operations at the Karakilise license and other exploration and
production licenses and leases in Turkey (the "Additional Licenses"). At that
time we paid the Sayer Group as a one-time contribution towards past costs of
$315,000. We will also be required to pay monthly administration fee covering
exploration license and production lease rentals and filings. Under the new
Agreements, we increased our participating interest in the Karakilise and
Additional Licenses from 45% to 50%, though these interests are subject to an
overriding royalty interest of 7.5% (excluding governmental royalties) in favor
of Ersan Petrol Sanayii A.S., an affiliate of the Sayer Group and this now
incorporates the previous 10% interest in the leases and licenses that was
formally held by Middle East Petroleum Services Limited. Under the new
Agreements, the parties have also agreed that Avenue Energy, at its discretion
may elect to change its interest in any future wells from 50% to no less than
25%; provided that, if it chooses to reduce its participation in any well, its
ongoing interest in the subsequent development at that particular license will
also be reduced to the percentage previously selected by it. We also maintain
our rights to acquire up to a 50% interest in future exploration and production
licenses acquired by the Sayer Group in Turkey upon the same terms. In
connection with the foregoing, Avenue Energy opted not to exercise its option
with regard to AME's remaining interests in several other exploration licenses,
which were the subject of a farmout agreement with a third party.

Karakilise

         In February 2004, Avenue Energy notified Aladdin Middle East, the
operator of the Karakilise oil field and the Karakilise Licenses, that it would
maintain a 50% interest in the drilling of the Karakilise-2 oil appraisal well.
The well was scheduled to commence drilling in March 2004, but delays have been
encountered pending a resolution of outstanding issues regarding the property,
as discussed below. Avenue's 50% share of the turnkey drilling costs of the
Karakilise-2 well will be approximately $1.5 million of which 50% was paid in
February 2004, with the balance payable upon the operator's reaching certain
drilling objectives in the well together with a 50% share of completion costs in
the event of the well being completed as a further producer on the field. We may
seek to transfer our deposit ($750,000) to the drilling costs of other projects
included amongst the acreage held by us in Turkey.

                                       32
<PAGE>

         Additionally, in March 2004, Avenue Energy was notified by the operator
of the Karakilise-1 well, that an additional investment into the joint venture
for infrastructure relating to the Karakilise field and workover costs for the
Karakilise-1 well of approximately $484,000 above and beyond what has been
contributed to date would be required. This includes additional road
reinforcement, electrification, various other field expenses and the costs of
various workover operations conducted since the well was discovered in September
2003. Avenue Energy is currently in discussions with the operator regarding the
amount of the investment and the nature of the stated workover operations and
the amount, if any, of its additional investment.

         On March 22, 2004 Aladdin Middle East informed us that the drilling of
the Karakilise-2 well was delayed from the proposed spud date of March 13, 2004
as a result of litigation filed by a landowner over rights to utilize the drill
site and a related expropriation proceeding filed by Aladdin Middle East to
clear title for the Karakilise-2 drill site. We have been advised by Aladdin
Middle East that they anticipate that the government will grant an additional
six month extension (through September 13, 2004) for the spudding of the
Karakilise-2 well pending the resolution of the aforementioned matters in
Turkey. Aladdin Middle East has also advised us that it is currently seeking to
resolve this dispute through negotiations with the landlord or through
expropriation proceeding which it has initiated.

OFFICE RELOCATION AND LEASE

         In March 2004, we moved into new principal executive offices at the
Gelb Plaza located at 17547 Ventura Boulevard, Suite 305 in Encino, California
91316. We signed a new one year lease covering office space of approximately
1425 square feet at a rate of $2636 per month with an option to renew the lease
for an additional year thereafter.

EMPLOYMENT SERVICES

         In March 2004, we entered into a three year part-time, non-exclusive
Employment Agreement with Steven Gordon pursuant to which Mr. Gordon agreed to
provide us with financial, capital markets, strategic planning, public
relations, investor relations, general business management and corporate
financial services in Canada. Mr. Gordon has agreed to perform his services
under the Employment Agreement without any cash compensation and as full
compensation for therefore, has agreed to accept the grant, as of the date
hereof, of non-transferable stock options to purchase up to an aggregate of Six
Million Seven Hundred and Fifty Thousand (6,750,000) shares of Common Stock at
$.15 per share of which: (a) options to purchase Two Million Two Hundred and
Fifty Thousand (2,250,000) option shares shall be pursuant to the Company's
Option Plan, as amended; and (b) the balance or options to purchase Four Million
Five Hundred Thousand (4,500,000) option shares shall be granted to the Employee
outside of our Stock Option Plan.

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting
for Stock-Based Compensation-Transition and Disclosure - an amendment of SFAS
Statement No. 123, "Accounting for Stock Based Compensation" which provides
alternative methods for accounting for a change by registrants to the fair value
method of accounting for stock-based compensation. Additionally, SFAS 148 amends
the disclosure requirements of SFAS 123 to require disclosure in the significant
accounting policy footnote of both annual and interim financial statements of
the method of accounting for stock based-compensation and the related pro forma
disclosures when the intrinsic value method continues to be used. The statement
is effective for fiscal years beginning after December 15, 2002, and disclosures
are effective for the first fiscal quarter beginning after December 15, 2002.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. This statement is
effective for contracts entered into or modified after June 30, 2003 and all of
its provisions should be applied prospectively.

                                       33
<PAGE>

         In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting guidance
contained in SFAS No. 150 requires that those instruments be classified as
liabilities in the balance sheet.

         SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatorily redeemable shares,
which the issuing company is obligated to buy back in exchange for cash or other
assets. A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets. The third type of instruments that
are liabilities under this SFAS is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

         Most of the provisions of Statement 150 are consistent with the
existing definition of liabilities in FASB Concepts Statement No. 6, "Elements
of Financial Statements." The remaining provisions of this SFAS are consistent
with the FASB's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
shares. This SFAS shall be effective for financial instruments entered into or
modified after May 31, 2003 and otherwise shall be effective at the beginning of
the first interim period beginning after June 15, 2003, except for mandatorily
redeemable financial instruments of a non-public entity, as to which the
effective date is for fiscal periods beginning after December 15, 2004.

         In January 2003, and as revised in December 2003, the FASB issued
Interpretation No. 46, "Consolidation of Variable Interest Entities,"
"Interpretation No. 46"), an interpretation of Accounting Research Bulletin
("ARB") No. 51", "Consolidated Financial Statements." Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through another interest that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entity's activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

         Interpretation No. 46, as revised, also requires expanded disclosures
by the primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.

         Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December 15,
2004. This effective date includes those entities to which Interpretation No. 46
had previously been applied. However, prior to the required application of
Interpretation No. 46, a public entity that is a small business issuer shall
apply Interpretation No. 46 to those entities that are considered to be
special-purpose entities no later than as of the end of the first reporting
period that ends after December 15, 2003.

         Interpretation No. 46 may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by
restating previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

                                       34
<PAGE>


         In June 2003, the FASB issued an Exposure Draft for proposed SFAS
entitled "Qualifying Special Purpose Entities ("QSPE") and Isolation of
transferred Assets," an amendment of SFAS No. 140 ("The Exposure Draft"). The
Exposure Draft is a proposal that is subject to change and as such, is not yet
authoritative. If the proposal is enacted in its current form, it will amend and
clarify SFAS 140. The Exposure Draft would prohibit an entity from being a QSPE
if it enters into an agreement that obliged a transferor of financial assets,
its affiliates, or its agents to deliver additional cash or other assets to
fulfill the special-purposes entity's obligation to beneficial interest holders.

         We do not believe the adoption of the above standards will have a
material impact on the consolidated financial statements.

INFLATION

         We have not been materially affected by inflation in the United States.
While we do not anticipate inflation affecting our operations, increases in the
costs of labor and supplies could impact our ability to compete.

CAUTIONARY "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

         Certain information contained in this Form 10-KSB is considered forward
looking statements within the meaning of the Private Securities Litigation Act
of 1995 (the "Act"), which became law in December, 1995. In order to obtain the
benefits of the "safe harbor" provisions of the Act for any such forward-looking
statements, we wish to caution investors and prospective investors about
significant factors which, among others, have in some cases affected our actual
results and are in the future likely to affect our actual results and cause them
to differ materially from those expressed in any such forward-looking
statements. This Form 10-KSB contains forward-looking statements relating to
future operational and business prospects. Actual results may differ as a result
of factors over which we have no control, including general economic and
business conditions; competition; success of operating initiatives; operating
costs; advertising and promotional efforts; the existence or absence of adverse
publicity; changes in business strategy or development plans; the ability to
retain management; availability, terms and deployment of capital; business
abilities and judgment of personnel; availability of qualified personnel; labor
and employment benefit costs; changes in, or failure to comply with various
government regulations; slower than anticipated completion of research and
development projects and movements in the foreign exchange rate. Future results
with respect to oil and gas properties would be subject to the timing and amount
of capital expenditures by us; drilling of wells in particular the Karakilise-2
well; timing and amount of future production of oil and gas; operating costs and
other expenses; cash flow and anticipated liquidity; prospect development and
property acquisitions; and our marketing of oil and gas. Other factors which
could affect our results with respect to its future oil and gas operation are
the consummation of our acquisition of an interest in Anzoil (Thailand) Pty Ltd
and the timing of such transaction. These other factors include, among others:
general economic conditions; oil and gas price volatility; our ability to find,
acquire, market, develop and produce new properties; the risks associated with
acquisitions and exploration; operating hazards attendant to the oil and gas
business; downhole drilling and completion risks that are generally not
recoverable from third parties or insurance; uncertainties in the estimation of
proved reserves and in the projection of future rates of production and timing
of development expenditures; potential mechanical failure or underperformance of
significant wells; the strength and financial resources of our competitors and
our ability to find and retain skilled personnel.

                                       35
<PAGE>

ITEM 7.  FINANCIAL STATMENTS

         See Financial Statements Index on page F-1

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

         On January 15, 2002, Grant Thornton LLP was dismissed as the
independent certified public accountants for the Company. On January 16, 2002,
the Company chose to engage the accounting firm of Weinberg and Company, P.A. to
serve as independent certified public accountants. The dismissal of Grant
Thornton LLP was not in connection with any dispute over accounting practices or
the Company's financial statements or reporting; management believed that it
would be more economical and in their best interest to retain a local
independent certified public accountant and auditor.

ITEM 8A. CONTROLS AND PROCEDURES

         As of the end of the period covered by this report (the "Evaluation
Date"), we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and
President, our Executive Vice President and Secretary and our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Rule 13a-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Based upon this evaluation, our
Chief Executive Officer and our Chief Financial Officer concluded that, as of
the Evaluation Date, our disclosure controls and procedures were effective under
Rule 13a-15.

         There was no change in our internal control over financial reporting
that occurred during the period covered by this Annual Report on Form 10-KSB
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

                                       36
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16 of the Exchange Act requires the Company's directors and
executive officers and persons who own more than 10% of a registered class of
the Company's equity securities to file various reports with the Securities and
Exchange Commission concerning their holdings of, and transactions in,
securities of the Company. Copies of these filings must be furnished to the
Company.

         Based on a review of the copies of such forms furnished to the Company
and written representations from the Company's executive officers and directors
the Company believes that during the 2003 fiscal year its officers, directors
and greater than 10% stockholders complied with all applicable Section 16(a)
filing requirements, other than a late filing of a Form 3 filed on August 19,
2003, by a foreign investor, Fawdon Investments Ltd. and a late filing of a Form
4 filed on March 26, 2004 by Daniel Aharonoff, Chief Executive Officer of our
50% subsidiary, VideoDome.com Networks, Inc.

DIRECTORS AND EXECUTIVE OFFICERS OF AVENUE GROUP

         The following table sets out certain information in relation to each
person who held a position of Director and/or executive officer of the Company
at December 31, 2003. The background of each of the individuals identified in
the table follows the table.
<TABLE>
<CAPTION>

 Name                                Age               Position(s) Currently Held With the Company
------------------------------    -----------     --------------------------------------------------------------------------
<S>                                   <C>              <C>
 Levi Mochkin                         42               President, Chief Executive Officer and Director
 Jonathan Herzog                      32               Executive Vice President, Chairman of the Board,
                                                       Secretary and Director
 Jim Tan                              58               Chief Financial Officer and Director
 Daniel Aharonoff                     33               EVP -Information Technology,
                                                       VideoDome.Com Networks, Inc.,
                                                           and Chief Executive Officer
</TABLE>

         LEVI MOCHKIN has served as Avenue's Chief Executive Officer, President
and Director since October 2003. He has also served as the Chief Executive
Officer of Avenue Energy since October 2003 and as one of Avenue Energy's
Directors and its Director Operations since November 2002. Previously, he served
as one of Avenue's initial directors from mid 1999 until August 2001 and served
as its Chief Executive Officer from January 1999 until August 2001. For over
twelve years, Mr. Mochkin has been an executive director of the Ledger Holdings
Group, located in Melbourne, Australia which until 1999 was engaged in equity
and capital market activities in Australia. From 1995 to 1999, Ledger was
contracted to Bell Securities Limited for the development of Bell's equity
brokering business.

         In 1997, Bell, through Mr. Mochkin and his Ledger Group, acted on
behalf of one of the Australia's largest gold mining companies, Great Central
Mines and carried out two simultaneous market takeover bids on the Australian
Stock Exchange, worth a combined total value of AUD $330 million. Great Central
Mines was ultimately acquired by Normandy Mining, which in turn was acquired by
Newmont Mining in the United States. Mr. Mochkin is the brother-in-law of
Jonathan Herzog.

         From 1999 through 2001, Mr. Mochkin was mostly inactive as a broker,
but continued to be active as a private investor. On December 3, 2001, Mr.
Mochkin entered into a voluntary undertaking with the Australian Securities and
Investment Commission ("ASIC") "not to act as a representative of a securities
adviser or an investment adviser" and relinquished his license. This was a
result of concerns raised by ASIC that during a 14-month period from August 1997
through October 1998, Mr. Mochkin may have acted in contravention of Sections
997 and 998 of the Australian Corporations Act of 2001, which "prohibit trading
on the stock market that may give a false and misleading appearance in relation


                                       37
<PAGE>

to the market for, or the price of, a stock." There has been no assertion of
personal gain by Mr. Mochkin relating to the activity under concern by ASIC. Mr.
Mochkin denied the ASIC concerns and requested and received from ASIC a letter
that he may at any time request a review of the undertaking and may ask that the
undertaking be rescinded.

         (Yam-Hin) JIM TAN. Mr. Jim Tan is a Chartered Accountant in Australia.
Mr. Tan has served as the Company's Chief Financial Officer since August 2001.
Mr. Tan joined the Company in April 2001, to serve as a financial controller and
manager of Business Development at Stampville. For a period of over five years
prior to April 2001, Mr. Tan was a self-employed Business Consultant in Malaysia
consulting to government agencies in Malaysia and to private industry in the
Pacific Rim and China. In 1976, he was admitted as an associate member to the
Institute of Chartered Accountants in Australia. From 1967 to 1975, Mr. Tan was
employed in Melbourne, Australia, with various Chartered Accounting firms,
including Marquand and Co., which became part of Hall Chadwick and Coopers and
Lybrand, now known as Price Waterhouse Coopers, specializing in the areas of
Audit and Insolvency.

         JONATHAN HERZOG. Mr. Jonathan Herzog, the original founder of the
Company, served as its Chief Financial Officer from February 1999 to August
2001, when he filled a vacancy to become the Company's Chairman of the Board and
Chief Executive Officer. Since November 2001, Mr. Herzog has served as an
Executive Vice President of the Company and in May 2002 was once again appointed
as its Chairman. Between 1995 and 1999, Mr. Herzog was a securities dealer and
consultant with the Ledger Holdings Group at Bell Securities Limited, a member
of the Australian Stock Exchange. He has been actively involved in the
Australian financial markets for over fourteen years. He attended the Rothberg
School at Hebrew University in Jerusalem in 1991. Mr. Herzog is a Fellow of the
Australian Institute of Company Directors since 1993, and holds a Bachelor of
Economics Degree from Monash University in Melbourne, Australia.

         DANIEL AHARONOFF. Mr. Daniel Aharonoff has served as EVP- Information
Technology of the Company since October, 2003. Previously, he served as a
director and President of the Company from May 2002 until October, 2003. Mr.
Aharonoff is also the Chief Executive Officer, founder and along with his wife
Vardit Cohen, 50% shareholder of our 50% subsidiary VideoDome. Prior to founding
VideoDome in 1997, Mr. Aharonoff was the founder in 1995 and Chief Executive
Officer of Infolink Communications, an Internet training center. Mr. Aharonoff
has been involved in the digital media sector since the industries inception in
1995. As a result of Mr. Aharonoff's new media background he has provided
strategic support for NBC and served as interim CTO for The Fox Family Channel
and FoxKids Online Network. An electronics engineer and avid inventor by trade,
Mr. Aharonoff is a contributing writer, speaker, and commentator on the topic of
digital media.

AUDIT COMMITTEE FINANCIAL EXPERT

         We do not have an audit committee serving at this time. Accordingly, we
do not have an audit committee financial expert serving on an audit committee.

CODE OF ETHICS

         We have adopted a corporate code of ethics. A copy of the code of
ethics is filed as an exhibit to this report. We believe our code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code.

                                       38
<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS OF AVENUE ENERGY

         The following table sets out certain information in relation to each
person who held a position of Director and/or executive officer of Avenue Energy
at December 31, 2003.
<TABLE>
<CAPTION>

   Name                                         Age             Position(s) Held
--------------------------------          -----------------     ------------------------------------
<S>                                              <C>            <C>
   Jonathan Herzog                               32             President and Director
   Jim Tan                                       58             Chief Financial Officer and Director
   Dr. Jacob Jan (Jaap)
   Kornelius Poll                                64             Director of Exploration and  Director
   Levi Mochkin                                  42             Director of Operations and Director
</TABLE>

         Detailed biographies on Levi Mochkin, Jonathan Herzog and Jim Tan can
be found above in the section described "Directors and Executive Officers of
Avenue Group"

         DR. JACOB JAN (JAAP) KORNELIUS POLL. Dr. Poll is an experienced
petroleum executive who has previously participated in oil and gas exploration
ventures spanning Europe, the Middle East, the Far East, Australasia, Central
America and Africa. Dr. Poll joined Avenue Energy as a Director and its Director
of Exploration in November, 2002. Dr. Poll obtained a Phd in structural geology
from the University of Leiden in Holland in 1966, and commenced his career with
Shell International. After leaving Shell, Dr. Poll worked for a number of oil
companies in Australia and the Asia-Pacific region including Woodside (as
Exploration and Production Manager in Melbourne), Canadian Ranger Oil, which
became Petroz (as Managing Director in Perth). In 1991, after Petroz was taken
over by another Australian entity, Dr Poll became non-executive Chairman of
newly established Anzoil NL, which has small interests in Australia and an
application for an onshore/offshore Production Sharing Contract in Vietnam. In
July 1992, Dr Poll became Chief Executive of Oil Search Ltd, based in Port
Moresby, Papua New Guinea to assist the transformation of that company from
explorer to producer. Oil Search is now Papua New Guinea's largest public
company. Upon his return to Australia in late 1993, Dr. Poll continued his
involvement with Anzoil NL as Executive Chairman and became a director of
various public and private resource companies. In September 2001, Dr Poll left
Anzoil NL and negotiated a management buy-out of projects Anzoil NL held in
Thailand and Indonesia

ITEM 10. EXECUTIVE COMPENSATION.

         The following summary compensation table sets forth the compensation
paid by the Company to its officers for services rendered in all capacities
during the calendar year 2003. Except for Daniel Aharonoff, as described below,
no executive officer of the Company received any stock options, stock
appreciation rights or other stock or other incentive based compensation during
the fiscal year ended December 31, 2003. During the Company's fiscal year ended
December 31, 2003 and for each of the two preceding fiscal years executive
officers of the Company who received compensation, including salary and bonuses
in excess of $100,000 are outlined below.

                                       39
<PAGE>

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>


                                                                Annual Compensation
                                                      --------------------------------------
Name and Capacity in Which Served              Year            Salary                 Bonus         All Other
------------------------------------       ---------  -------------------------  -----------  ----------------

<S>                                            <C>           <C>                                        <C>
Daniel Aharonoff                               2001          58,000                      --             8,000
Former President                               2002          73,800                      --            17,300
and Former Director                            2003          96,000                      --            12,000


Jonathan Herzog                                2001          64,700                      --                --
Executive Vice President                       2002          76,000 (1)(3)               --                --
and Chairman of the Board                      2003         108,750 (1)(3)               --                --

Yam-Hin Tan
Chief Financial Officer                        2001          19,260  (1)(4)                            (1)(4)
and Director                                   2002          32,378 (1)(4)               --            (1)(4)
                                               2003          54,021 (1)(4)               --            (1)(4)


Robert Petty                                   2001          76,000                      --                --
Former President and                           2002          14,000 (6)                  --               (6)
Chief Executive Officer                        2003             N/A (6)                  --                --


Levi Mochkin                                   2001             N/A                      --                --
Chief Executive Officer,                       2002             N/A                      --                --
President and Director                         2003         144,000  (5)                 --                --
</TABLE>

                                   OPTION/SAR GRANTS IN LAST FISCAL YEAR 1
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                            Number of            Percent of total
                           securities              options/SARs
                           underlying               granted to           Exercise
                          options/SARs             employees in           or base
Name                       granted (#)             fiscal year         price ($/Sh)       Expiration date
-------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                 <C>                   <C>  <C>
Daniel Aharonoff             150,000                   100%                $.25         November 15,  2006
-------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

                                         AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                                   AND FY-END OPTIONS/SAR VALUES

----------------------------------------------------------------------------------------------------------------
                                                             Number of securities
                                                             underlying unexercised   Value of unexercised in-
                               Shares                        options/SARs at FY-end   the-money options/SARS
                               acquired on      Value        (#) exercisable/         at FY-end ($) exercisable/
Name                           exercise (#)    Realized($)   unexercisable            unexercisable
----------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>        <C>    <C>               <C>    <C>
Daniel                         0                  0          30,000/120,000           $5,100/$20,400
Aharonoff
----------------------------------------------------------------------------------------------------------------
Jim (Yam-Hin) Tan              0                  0          1,000,000/ 0             $ 150,000/$ 0
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Does not include the statutory requirement of an additional 8%-9% that
         we are required to pay toward an employee's superannuation account, of
         officers employed in Australia. Amounts listed above, that were paid in
         Australian Dollars have been converted to United States Dollars and
         rounded up, based on the average exchange rate during the relevant
         period.

--------
      (1)  All options granted in the last fiscal year were granted pursuant to
           the Avenue Group, Inc.'s 2000 Option Plan; no options were granted
           pursuant to plans not approved by the security holders of Avenue
           Group, Inc.

                                       40
<PAGE>

(2)      Mr. Aharonoff currently serves as our EVP-Information Technology.
         Previously, he served as our President from May 2002 through October
         2003. In July 2001, VideoDome, of which Mr. Aharonoff is the Chief
         Executive Officer, became our 50% owned subsidiary and was funded by
         us, as such, the compensation listed in the above table relates to
         compensation received directly from VideoDome from July through
         December 2001, including vehicle and health benefits. Currently, Mr.
         Aharonoff receives compensation of $4,000 per month from us directly.
         In addition, Mr. Aharonoff receives compensation including salary,
         automobiles and health benefits, equivalent to approximately $5,000 per
         month directly from our 50% owned subsidiary VideoDome. During our
         fiscal year ended December 31, 2003 Mr. Aharonoff received compensation
         from us and VideoDome of $96,000, excluding these other benefits.
         During the six months of 2001 following our acquisition of 50% of
         VideoDome Mr. Aharonoff received approximately $66,000 in compensation
         from VideoDome including vehicle and health benefits. This does not
         include compensation of $13,000 for the same period received by Mr.
         Aharonoff's wife, Vardit Cohen, who also serves as an officer of
         VideoDome and is currently receiving a salary of $2000 per month as
         well as car and health benefits of approximately $900 per month. Mr.
         Aharonoff and Vardit Cohen own the remaining 50% of the capital stock
         of VideoDome.

(3)      Our Secretary and Executive Vice President, Jonathan Herzog, who is one
         of our founders, has served in various capacities for us. Mr. Herzog
         relocated to California in March 2002 and entered into a three-year
         employment agreement with us in September 2002. Since June 2002, he has
         been serving us on a part-time basis earning a base salary of $6,000
         per month, which is subject to an upward adjustment to a maximum of
         $9,000 per month, based on the numbers of hours during which he
         performs services on our behalf during the month. Due to our increased
         activities since December 2002, Mr. Herzog has generally been receiving
         this maximum amount. Since February 2004, Mr. Herzog has also been
         allocated a discretionary, taxable expense allowance of $1,250 month.

(4)      Mr. Jim Tan, our Chief Financial Officer, currently receives
         approximately $4,720 (USD) per month in salary and was granted
         1,000,000 options to acquire common stock exercisable at $0.10 per
         share in September 2002. These options vested quarterly over twelve
         months and were dependent upon Mr. Tan's continued employment with us.

(5)      Effective as of January 1, 2003 we engaged the services of Ledger
         Holdings Pty Ltd, of which our current President and Chief Executive
         Officer Levi Mochkin is a Director, on a month to month basis as a
         consultant to Avenue Energy pursuant to which Mr. Mochkin served as
         Avenue Energy's Director of Operations. Ledger is compensated at a rate
         of $10,000 per month in fees, plus $2,000 per month in the form a
         discretionary expense allowance. Ledger is also reimbursed for various
         travel and other related expenses conducted on our behalf. From May
         1999 until August 2001, Levi Mochkin was our Chief Executive Officer
         and did not receive any compensation, including salary or bonuses while
         serving in such capacity. Our Board agreed in February and April of
         2000 to compensate Mr. Mochkin in connection with his past services
         rendered, subject to the Board's satisfaction that such payment would
         not materially adversely effect our financial condition. These
         payments, totaling $32,000, were made to Mr. Mochkin in January 2003.
         Mr. Mochkin resigned as Chief Executive Officer and a Director in
         August 2001. He was renamed as our Chief Executive Officer, President
         and a Director in October 2003. In addition, as discussed below under
         "Certain Relationships and Related Transactions" certain affiliates of
         Mr. Mochkin have in the past loaned funds to us and purchased common
         stock from us. These loans have been repaid.

(6)      Robert Petty served as the Acting Chief Executive Officer of our 50.1%
         subsidiary Stampville from January 2000 through to April 2002 and
         became our President, Chief Executive Officer and a director from
         November 2001 through to May 2002. During 2002 compensation payments to
         Mr. Petty were approximately $14,000. During our fiscal year ended
         December 31, 2001, Mr. Petty through his consulting firm, Petty
         Consulting, Inc., received compensation from us and our affiliated
         entities of $135,500. From December 1999 to November 2001 Mr. Petty
         served as an executive with us in various capacities. Under
         arrangements reached in October 2000, Mr. Petty received approximately
         $3,800 per month from us directly and pursuant to a separate consulting
         agreement between Petty Consulting, Inc. and our 50% owned subsidiary
         VideoDome, he received payments of an aggregate amount of approximately
         $15,000 per month directly from VideoDome. This arrangement was
         cancelled as of July 30, 2001, when a new arrangement for Mr. Petty's
         ongoing services was reached with Mr. Petty and Petty Consulting, Inc.,
         which involved no monetary compensation for the remainder of the year
         ended December 31, 2001.

                                       41
<PAGE>


         As of October 15, 2002, through our wholly owned subsidiary Avenue
Energy, we entered into a two-year consulting agreement with Dormley Pty Ltd.,
an entity owned by Dr. Jaap Poll, to provide Dr. Poll's services on a part-time
basis to Avenue Energy as its Director of Exploration. Pursuant to the terms of
the Consulting Agreement, Dormley is compensated at a rate of $6,800 per month
in fees, plus $1,000 per month as reimbursement for its office expenses. Dormley
and/or Dr. Poll are also reimbursed for various travel and other related
expenses conducted on our behalf.

         Except as set forth above, no officer or director has received any
material cash or non-cash benefit from us in connection with their services on
our behalf including stock options, stock appreciation rights or other stock or
other incentive based compensation during the fiscal year ended December 31,
2003, nor are there any such stock options, stock appreciation rights or other
stock or other incentive based compensation or rights held by any executive
officer.

COMPENSATION TO DIRECTORS

         It is our policy to reimburse Directors for reasonable out-of-pocket
expenses relating to their activities for us, including travel and lodging
expenses incurred.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of March 22, 2004, there were 207,882,837 shares of our Common
Stock, which were issued and outstanding. In addition, there are 51,280,000
shares which are subject to outstanding options that are exercisable within 60
days from such date.

         The following table sets forth to the best of our knowledge the number
of shares beneficially owned as of March 22, 2004 by (i) our executive officers
and directors; (ii) each person (including any "group" as that term is defined
in Section 13(d)(3) of the Exchange Act) who beneficially owns more than 5% of
our common stock, and (iii) all of our directors and officers as a group. Except
as noted below each of the persons listed is deemed to have the sole voting
right and right to dispose of the shares held by them.
<TABLE>
<CAPTION>

Name of Shareholder                                          Current Beneficial Ownership          Percent of Class(1)
------------------------------------------------------   --------------------------------------  ------------------------
<S>                                                              <C>                                      <C>
Levi Mochkin                                                     70,802,053 (2)(3)(4)(5)                  34.1%
Fawdon Investments Limited                                       50,100,000 (6)                           19.4%
Instanz Nominees Pty Ltd                                         18,500,000 (7)                           8.9%
Shaya  Boymelgreen                                               21,703,217 (8)                           10.4%
Jonathan Herzog                                                  10,000,000 (5)(9)                        4.8%
Daniel Aharonoff (10)                                                80,000 (5)(10)                         *
Dr. Jaap Poll                                                             0 (11)                            *
Yam-Hin (Jim) Tan                                                 1,000,000 (12)                            *
All directors and officers as a group (5 individuals)            81,882,053 (13)                          39.2%
</TABLE>

         --------------
         *Represents less than 1% of the outstanding Common Stock

(1)      Based upon 207,882,837 shares outstanding plus in the case of the
         executive officers and directors and all officers and directors as a
         group, all shares issuable upon the exercise of stock options held by
         them which were exercisable on March 22, 2004 or within 60 days
         thereafter. Pursuant to the rules promulgated by the SEC, every person
         who has or shares the power to vote or to dispose of shares of common
         stock are deemed to be the "beneficial" owner of all the shares of
         common stock over which any such sole or shared power exists.

                                       42
<PAGE>

(2)      Includes (i) 54,783,356 shares held by Ledger Technologies Pty Ltd
         ("Ledger"); (ii) 9,000,000 shares held by Sunswipe Australasia Pty Ltd
         ("Sunswipe"); (iii) 6,704,521 shares held by Daccar Pty Ltd ("Daccar")
         and (iv) 314,176 shares held by Nasdaq Australia Pty Ltd. ("NAPL"). Mr.
         Mochkin, our President and Chief Executive Officer, is an affiliate of
         Ledger, Sunswipe, Daccar and NAPL and may be deemed be a beneficial
         owner of the 70,802,053 shares held by such entities.

(3)      Lisa Mochkin, spouse of Levi Mochkin, our President and Chief Executive
         Officer is a director of Ledger and Sunswipe. Lisa Mochkin is also the
         sister of Jonathan Herzog our Chairman and Executive Vice President.

(4)      We have entered into a voting agreement with Levi Mochkin pursuant to
         which all of shares beneficially owned by him, will be voted in a like
         manner with those of the remaining shareholders.

(5)      The shares beneficially owned by Mr. Mochkin and certain of our other
         current officers and directors are subject to a two year Lock-Up
         Agreement entered into with Kensington Capital Corp in April, 2002,
         pursuant to which these parties have agreed not to offer or sell any
         shares of the Common Stock held by them without first obtaining the
         written consent of Kensington Capital.

(6)      Includes 50,000,000 shares issuable to Fawdon Investments Limited upon
         the exercise of an option held by such party at $0.04 per share.

(7)      Helen Abeles, a former director of Avenue Group, Inc. is an affiliate
         of Instanz. Ms. Abeles exercises shared investment and voting power
         over these shares and may be deemed to be a beneficial owner thereof.

(8)      All of these shares are held by Mr. Boymelgreen as Trustee for the
         Shaya Boymelgreen Trust. Mr. Boymelgreen's beneficial ownership has
         been derived from the Schedule 13D and Form 3and Form 4 (amended) which
         he filed with the Securities and Exchange Commission on April 23, 2003,
         September 19, 2003 and September 19, 2003, respectively.

(9)      Includes 10,000,000 shares held by Eurolink International Pty Ltd.
         ("Eurolink"). Jonathan Herzog, our Executive Vice President and a
         director may be deemed to be the beneficial owner of 10,000,000 shares
         of Common Stock held by Eurolink.

(10)     Includes 10,000 shares held by Mr. Aharonoff's spouse, Vardit Cohen,
         which may be deemed to be beneficially owned by Mr. Aharonoff. Includes
         60,000 shares issuable to Mr. Aharonoff upon the exercise of a stock
         option at an exercise price of $.25 per share, which are currently or
         will become exercisable within sixty (60) days of March 22, 2004.

(11)     Dr. Poll is a director of and Director of Exploration of Avenue Energy,
         Inc. Does not include up to 20,000,000 shares issuable to a company
         controlled by Dr. Poll upon the consummation of Avenue Energy's
         purchase of shares of Black Swan Petroleum from a company owned by Dr.
         Poll.

(12)     Includes 1,000,000 shares issuable to Mr. Tan upon the exercise of a
         stock option at an exercise price of $.10 per share.

(13)     Includes shares that currently may be deemed to be beneficially owned
         by Messrs. Mochkin, Jonathan Herzog, Poll, Tan and Aharonoff.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In November, 2002 Ledger Technologies assigned approximately $260,000
of its loan to us under a November 8, 2000 Loan Agreement to Perfect Optical
Corporation, an unaffiliated third party, in exchange for Perfect Optical's
cancellation of a like amount of obligations owed by Ledger Technologies to it.
Subsequently, we issued 2,600,000 shares of stock at $0.10 per share in a
private placement with Perfect Optical in exchange for the cancellation of the
indebtedness assigned to Perfect Optical by Ledger.

                                       43
<PAGE>

         On November 4, 2002, in an effort to further reduce our outstanding
indebtedness, the Board of Directors approved the issuance of an aggregate
amount of 3,915,850 shares of common stock at $0.10 per share in a private
placement to Cohero Group Inc. in exchange for an aggregate of $391,586 of
indebtedness owed by us and our subsidiaries as follows:

                  (i) an amount of $152,085 previously owing to Ledger
         Technologies, which Ledger had assigned to it in exchange for Cohero's
         cancellation of a like amount of obligations owed by Ledger to it. This
         debt has been cancelled;

                  (ii) an amount of $119,642 previously owing by Stampville to
         Sunswipe Pty Ltd, an affiliate of Levi Mochkin. Sunswipe had assigned
         this amount to Cohero in exchange for Cohero's cancellation of a like
         amount of obligations owed by Sunswipe to it. We now hold the
         obligations owed by Stampville; and

                  (iii) an amount of $119,859 previously owing by VideoDome to
         Sunswipe, which Sunswipe had assigned to Cohero in exchange for
         Cohero's cancellation of a like amount of obligations owed by Sunswipe
         to it. We now hold the obligations owed by VideoDome.

                  Cohero is beneficially owned by Mendel Mochkin, a brother of
         Levi Mochkin. Mendel and Levi Mochkin disclaim beneficial ownership
         over the shares of our common stock owned by each other and their
         respective affiliates. In addition, we have paid Ledger $ 200,000,
         extinguishing the remaining indebtedness owed by us to Ledger. As a
         result of the aforementioned transactions and also the repayment of
         $100,000 of the loan to Instanz, we reduced our outstanding
         indebtedness to affiliates from over $1,000,000 to $84,816 as of
         December 31, 2002. Mendel Mochkin has been engaged by Avenue as a part
         time consultant to provide us with certain assistance and support
         services, predominantly in New York.

         On November 11, 2002, Avenue Energy entered into a Stock Purchase
Agreement with a company controlled by Dr. Jaap Poll to acquire 36% of the
outstanding capital stock of Anzoil (Thailand) Pty Ltd, which has since been
renamed black Swan Petroleum Pty Ltd. Upon the closing of the transaction, the
Company may issue to Dr. Poll's company up to 20,000,000 shares of its
restricted common stock. Dr. Poll is the director of exploration of our
subsidiary, Avenue Energy, Inc. and is also a member of the board of directors
of Avenue Energy, Inc.

         On December 2, 2003, we entered into a Subscription Agreement with an
affiliate, ROO Media Corporation, a company of which we owned a 25% equity
interest at the time, pursuant to which we agreed to acquire 75 shares of the
common stock of ROO Media for $200,000. The stock was subsequently converted
into an aggregate of 40,000,000 shares of common stock of Virilitec Industries,
Inc., approximately 25.4% of the outstanding stock. Virilitec Industries,
subsequently changed its name to ROO Group, Inc. and is traded on the NASDAQ
Bulletin Board under the symbol "ROOG."

         In March of 2004, we entered into a loan agreement with Levi Mochkin
for an amount up to the sum of $750,000. Mr. Mochkin is a member of our board of
directors, our Chief Executive Officer and President and Chief Executive Officer
of our subsidiary, Avenue Energy, Inc., and is also a member of the board of
directors of Avenue Energy, Inc. Please see Subsequent Developments.

EMPLOYMENT AGREEMENTS

         On September 1, 2002, pursuant to the authorization of the Board of
Directors, the Company entered into a three year non-exclusive employment
agreement with Jonathan Herzog, its Executive Vice President, pursuant to which
Mr. Herzog has been engaged on a part-time basis and shall receive a base salary
of $6,000 per month ("Base Salary"), which is subject to an upward adjustment to
a maximum of $9,000 per month in the event Mr. Herzog's services on behalf of
the Company require an increased time commitment during any month. The
employment agreement also provides for severance pay, upon termination without
cause, not to exceed the lesser of the Base Salary due for the remainder of the
term or eighteen month's Base Salary.

                                       44
<PAGE>

         On November 11, 2002 the Company's subsidiary, Avenue Energy entered
into a two-year non-exclusive consulting agreement, effective as of October 15,
2002, with Dormley Pty Ltd an entity controlled by Dr. Jaap Poll, to provide Dr.
Poll's services on a part-time basis to Avenue Energy as its Director of
Exploration. Pursuant to the terms of the Consulting Agreement, Dormley is to be
compensated at a rate of $ 6,800 per month in fees, plus $1,000 per month as
reimbursement for its office expenses. The consulting agreement also provides
for severance pay upon termination without cause, equal to: (i) six months of
fees in the event Avenue Energy ceases to be in the oil and gas exploration and
development business or (ii) twelve months of fees for any other reason.

STOCK OPTION PLAN

         In April 2000, Avenue Group's Board of Directors authorized the
issuance of up to 8,250,000 shares of common stock in connection with Avenue
Group's Option Plan. The Option Plan became effective on February 14, 2001 in
connection with Avenue Group's effective registration statement on Form SB-2. On
December 24, 2002, shareholders approved an amendment to the Option Plan,
enabling the Board as it is currently configured without non-employee directors
to grant options under the plan and to increase the number of shares authorized
for grant from 8,250,000 to 15,000,000. Avenue Group intends to grant options
under the Stock Option Plan to officers, directors, employees and consultants of
Avenue Group and its subsidiaries. The following options have been granted under
the Option Plan as of March 15, 2004:

         On September 12, 2002, pursuant to the authorization of the Board of
Directors, the Company granted its Chief Financial Officer, a three-year option
to purchase 1,000,000 shares of common stock at $0.10 per share. This option
vests quarterly over twelve months. The continued vesting and the ability to
exercise these options are contingent upon the officer's continued employment
with the Company. This option was granted outside of the Plan.

         On December 10, 2003 pursuant to the authorization of the Board of
Directors, the Company granted its Executive Vice President - Information
Technology and former President, Daniel Aharonoff a three-year option to
purchase 150,000 shares of common stock at $0.25 per share under the Option
Plan. This option vests over fifteen months. As of December 31, 2003, 30,000
options have vested with Mr. Aharanoff. The continued vesting and the ability to
exercise these options are contingent upon the officer's continued employment
with the Company.

         At March 22, 2004, there are 250,000 stock options outstanding to
Robert Petty, a former President and Chief Executive Officer of the Company and
certain of his affiliates, which have been granted pursuant to various
agreements. These options, which were granted outside of the Option Plan, are
exercisable at $0.10 per share and on April 30, 2004.

         In March 2004, we entered into a three year part-time, non-exclusive
Employment Agreement with Steven Gordon pursuant to which Mr. Gordon agreed to
provide us with financial, capital markets, strategic planning, public
relations, investor relations, general business management and corporate
financial services in Canada. Mr. Gordon has agreed to perform his services
under the Employment Agreement without any cash compensation and as full
compensation for therefore, has agreed to accept the grant, as of the date
hereof, of non-transferable stock options to purchase up to an aggregate of Six
Million Seven Hundred and Fifty Thousand (6,750,000) shares of Common Stock at
$.15 per share of which: (a) options to purchase Two Million Two Hundred and
Fifty Thousand (2,250,000) option shares shall be pursuant to the Company's
Option Plan, and (b) the balance or options to purchase Four Million Five
Hundred Thousand (4,500,000) option shares shall be granted to the Employee
outside of our Stock Option Plan.

                                       45
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

         Pursuant to a Consulting Agreements entered into in September 2003, we
have issued 80,000 shares of common stock in addition to previously reported
issuances, pursuant to Rule 506 of the Securities Act as consideration for these
consulting services.

         In October, 2003, we received funds in the amount of $586,000 from
overseas private investors in connection with an agreement to issue 3,906,666
shares of Common Stock, which were subsequently issued in 2004.

         During the 3 months ending December 31, 2003, we issued 13,417,001
shares of common stock in private placements for $2,212,550.00.

         All of the shares were sold without registration under the Securities
Act in reliance upon an exemption from registration under the Securities Act
afforded by Section 4(2) thereof. In connection with these private placements,
the purchasers represented that they were an accredited investor and were
purchasing the shares for their own account, for investment purposes only and
not with a view towards the sale or distribution thereof. The sale of these
shares was not effected through public advertisement or general solicitation.
All of the share certificates with respect to the unregistered shares listed
below contain a restrictive legend prohibiting the sale or transfer of such
shares except pursuant to an effective registration statement or an opinion of
counsel with respect to an exemption from the registration requirements of the
Securities Act of 1933, as amended

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         3.1 Certificate of Incorporation of the Registrant, Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2
dated February 14, 2000, Commission File No. 333-30364.

         3.2 By-laws of the Registrant. Incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form SB-2 dated February 14, 2000,
Commission File No. 333-30364.

         3.3 Amendment to Certificate of Incorporation, incorporated by
reference to Exhibit 1 to the Company's Form 8-K Report, dated December 27,
2000, Commission File No. 30-543.

         3.4 Amendment to the Company's By-laws adopted November 6, 2000,
incorporated by reference to Exhibit 3.4 of the Company's 10K-SB for the year
ending December 31, 2000 dated March 28, 2001.

         3.5 Amendment to the Company's By-laws adopted November 8, 2001
incorporated by reference to Exhibit 3.5 of the Company's 10Q-SB for quarter
ended September 30, 2001 dated November 21, 2001.

         3.6 Amendment to the Corporation's bylaws dated June 25, 2002,
incorporated by reference to Exhibit 3.6 to the Company's 10QSB dated August 12,
2002. Commission File No. 000-30-543.

         10.4 Suppliers' Agreement between Stampville.Com Inc. and Inter
Governmental Philatelic Corporation dated December 1, 1999, incorporated by
reference to Exhibit 10.4 to the Company's Registration Statement on Form SB-2
dated February 14, 2000, Commission File No. 333-30364.

         10.6(a) The Company's 2000 Stock Option Plan, incorporated by reference
to Exhibit 10.6a of the Company's 10K-SB for the year ending December 31, 2000
dated March 28, 2001.

         10.7(a) Amended and Restated Stock Option Agreement between Bickhams
Capital, Inc. and VideoDome.Com Networks, Inc.- October 31, 2000, incorporated
by reference to Exhibit 10.7(a) to Post-Effective Amendment No. 1 dated December
13, 2000 to the Company's Registration Statement on Form SB-2, Commission File
No. 333-30364.

                                       46
<PAGE>

         10.7(b) Shareholders Agreement between VideoDome.com Networks, Inc. and
Bickhams Media, Inc. dated July 2, 2001 incorporated by reference to Exhibit 2
to the Company's Form 8-K Report dated July 24, 2001.

         10.8(a) Form of Registration Rights Agreement dated October 16, 2002
between I.T. Technology and named Shareholders, incorporated by reference to
Exhibit 10.8 to the Company's Form 8K dated October 17, 2002. Commission File
No. 333-30364.

         10.8(b) Registration Rights Agreement dated November 1, 2002 by and
between I.T. Technology, Inc. and Perfect Optical Corporation, incorporated by
reference to Exhibit 10.8(b) to the Company's Form 10-KSB dated December 31,
2002. Commission File No. 000-30-543.

         10.8(c) Registration Rights Agreement dated November 2002 by and
between I.T. Technology, Inc. and Cohero Group, incorporated by reference to
Exhibit 10.8(c) to the Company's Form 10-KSB dated December 31, 2002. Commission
File No. 000-30-543.

         10.9(e) Partial Loan Satisfaction notice dated November, 2002 by and
between Ledger Technologies, Inc. and I.T. Technology, Inc, incorporated by
reference to Exhibit 10.9(e) to the Company's Form 10-KSB dated December 31,
2002. Commission File No. 000-30-543.

         10.9(f) Assignment and Assumption Agreement dated November 1, 2002 by
and between Ledger Technologies and Perfect Optical, incorporated by reference
to Exhibit 10.9(f) to the Company's Form 10-KSB dated December 31, 2002.
Commission File No. 000-30-543.

         10.9(g) Loan Satisfaction Agreement dated November 1, 2002 by and
between Perfect Optical Corporation and I.T. Technology, Inc, incorporated by
reference to Exhibit 10.9(g) to the Company's Form 10-KSB dated December 31,
2002. Commission File No. 000-30-543.

         10.9(h) Assignment and Assumption Agreement dated November 1, 2002 by
and between Ledger Technologies, Pty Ltd and Cohero Group, Inc (on behalf of
I.T. Technology, Inc.), incorporated by reference to Exhibit 10.9(h) to the
Company's Form 10-KSB dated December 31, 2002. Commission File No. 000-30-543.

         10.9(i) Assignment and Assumption Agreement dated November 1, 2002 by
and between Sunswipe Australasia Pty Ltd and Cohero Group, Inc. (in re VideoDome
Networks, Inc.), incorporated by reference to Exhibit 10.9(i) to the Company's
Form 10-KSB dated December 31, 2002. Commission File No. 000-30-543.

         10.9(j) Assignment and Assumption Agreement dated November 1, 2002 by
and between Sunswipe Australasia Pty Ltd and Cohero Group (in re Stampville),
incorporated by reference to Exhibit 10.9(j) to the Company's Form 10-KSB dated
December 31, 2002. Commission File No. 000-30-543.

         10.9(k) Assignment and Assumption Agreement dated November 4, 2002 by
and between I.T. Technology and Cohero Group, Inc. (in re VideoDome Networks,
Inc.), incorporated by reference to Exhibit 10.9(k) to the Company's Form 10-KSB
dated December 31, 2002. Commission File No. 000-30-543.

         10.9(l) Assignment and Assumption Agreement dated November 4, 2002 by
and between I.T. Technology, Inc. and Cohero Group, Inc. (in re Stampville),
incorporated by reference to Exhibit 10.9(l) to the Company's Form 10-KSB dated
December 31, 2002. Commission File No. 000-30-543.

         10.10(a) Partial Loan Satisfaction notice dated November 2002 by and
between Instanz Nominees Pty Ltd and I.T. Technology, Inc., incorporated by
reference to Exhibit 10.10(a) to the Company's Form 10-KSB dated December 31,
2002. Commission File No. 000-30-543.

         10.11 Option Agreement dated April, 2002 for the issuance of up to
50,000,000 shares, incorporated by reference to Exhibit 10.11 to the Company's
Form 10-KSB dated December 31, 2002. Commission File No. 000-30-543.

                                       47
<PAGE>

         10.17 Contract for Sale of Real Estate located at 34-36 Punt Road
Windsor Australia, incorporated by reference to Exhibit 10.17 to the Company's
Form 8K Report dated February 12, 2002. Commission File No. 333-30364.

         10.17(a) Agreement for Unconditional Contract of Sale and Rent Free
Period, incorporated by reference to Exhibit number 10.17(a) to the Company's
Form 8k Report dated February 12, 2002. Commission File No. 333-30364.

         10.18 Heads of Agreement dated October 25, 2001 to acquire assets of
VideoDome.com Networks, Inc., incorporated by reference to the Exhibit filed as
Exhibit 10.14 to the Company's Form 8-K Report dated November 8, 2001.

         10.21 Asset Purchase Agreement dated January 14, 2002, incorporated by
reference to Exhibit 10.21 of the Company's Form 10KSB dated April 10, 2002.
Commission File No. 000-30-543.

         10.22 Agreement dated April 30, 2002 by and between the Registrant,
Bickham's Media, Robert Petty, ROO Media and Petty Consulting, incorporated by
reference to Exhibit 10.22 of the Company's Form 8K Report dated May 2, 2002.
Commission File No. 333-30364.

         10.23 Voting Trust and Irrevocable Proxy, incorporated by reference to
Exhibit 10.23 to the Company's Form 10QSB dated May 15, 2002. Commission File
No. 000-30-543.

         10.23(a) Lock-up Agreement, incorporated by reference to Exhibit 10.24
to the Company's Form 10QSB dated May 15, 2002. Commission File No. 000-30-543.

         10.24 Investment and Merchant Banking Consulting Agreement,
incorporated by reference to Exhibit 10.25 to the Company's Form 10QSB dated May
15, 2002. Commission File No. 000-30-543.

         10.25 Employment Agreement between I.T. Technology and Jonathan Herzog,
incorporated by reference to Exhibit 10.26 to the Company's Form 10QSB Report
dated September 30, 2002. Commission File No. 000-30-543.

         10.26 Investment and Merchant Banking Consulting Services dated
November 1, 2002 by and between I.T. Technology and Tecumseh Holdings,
incorporated by reference to Exhibit 10.26 to the Company's Form 10-KSB dated
December 31, 2002. Commission File No. 000-30-543.

         10.27 Stock Purchase Agreement dated November 11, 2002 by and between
the Avenue Energy,Inc., a Delaware corporation, Dormley Pty Ltd and Jacob Jan
Kornelis Poll, incorporated by reference to Exhibit 10.23 of the Company's Form
8k dated November 14, 2002. Commission File No. 333-30364.

         10.27(a) Consultancy Agreement dated November 11, 2002 by and between
Avenue Energy, Inc., a Delaware corporation, Dormley Pty Ltd and Jacob Jan
Kornelis Poll incorporated by reference to Exhibit 10.24 of the Company's Form
8k dated November 14, 2002. Commission File No. 333-30364.

         10.28 Option Agreement between I.T. Technology and Yam-Hin (Jim) Tan
dated September 12, 2002, incorporated by reference to Exhibit 10.25 of the
Company's Form 10QSB dated November 14, 2002. Commission File No. 000-30-543.

         10.29 Farmin Participation Agreement dated November 14, 2002,
incorporated by reference to Exhibit 10.27 of the Company's Form 8K filing dated
November 25, 2002. Commission File No. 333-30364.

                                       48
<PAGE>

         10.29(a) Agreement Amending Farmin & Participation Agreement dated
November 14, 2002 by and between Avenue Energy, Inc., Aladdin Middle East Ltd.,
Ersan Petrol Sanayii A.S., Tranmediterranean Oil Company Ltd., and Guney Yildizi
Petrol Uretim Sondaj Muteahhitlik ve Ticaret A.S., collectively referred to as
the Sayer Group Consortium and Middle East Petroleum Services Limited,
incorporated by reference to Exhibit 10.1 of the Company's Form 8K filing dated
January 6, 2003. Commission File No. 333-30364.

         10.29(b) Joint Operating Agreement dated December 20, 2002, by and
between Avenue Energy, Inc., Aladdin Middle East Ltd., Ersan Petrol Sanayii A.S
- License AR/AME - EPS 3462 GAZIANTEP, S.E. ANATOLIA, Republic of Turkey,
incorporated by reference to Exhibit 10.2 of the Company's Form 8K filing dated
January 6, 2003. Commission File No. 333-30364.

         10.30 Subscription Agreement covering $1.3 million in convertible notes
dated April 15, 2003, incorporated by reference to Exhibit 10.1 of the Company's
Form 10Q-SB dated June 30, 2003. Commission File No. 000-30-543.

         10.30(a) Convertible Note dated April 15, 2003, incorporated by
reference to Exhibit 10.1(a) of the Company's Form 10Q-SB dated June 30, 2003.
Commission File No. 000-30-543.

         10.31 Memorandum of Understanding between Aladdin Middle East, Ltd. and
Avenue Energy, Inc. dated May 22, 2003, incorporated by reference to Exhibit
10.1(a) of the Company's Form 10Q-SB dated June 30, 2003. Commission File No.
000-30-543.

         10.32 Amended Subscription Agreement dated September 15, 2003 with
respect to the sale of a $1.3 million convertible note, incorporated by
reference to Exhibit 10.1 of the Company's Form 10Q-SB dated September 30, 2003.
Commission File No. 000-30-543.

         10.32(a) Convertible Note in the principal amount of $1.3 million dated
September 15, 2003, incorporated by reference to Exhibit 10.1(a) of the of the
Company's Form 10Q-SB dated September 30, 2003. Commission File No. 000-30-543.

         10.33 Employment Agreement by and between Avenue Energy, Inc. and
Steven Gordon dated March 8, 2004. *

         10.33(a) Option Agreement by and between Avenue Energy, Inc. and Steven
Gordon dated March 8, 2004. *

         10.33(b) Option Agreement by and between Avenue Energy, Inc. and Steven
Gordon dated March 8, 2004. *

         10.34 Loan agreement by and between Avenue Group, Inc. and Ledger
Technologies Pty, Ltd for an amount up to the sum of $750,000 dated January 23,
2004.*

         10.35 Lease Agreement by and between Gelb Enterprises and Avenue Group,
Inc. for the lease of Avenue Group Inc.'s principal executive offices at 17547
Ventura Boulevard, Encino, CA 91316 dated January 16, 2004, commencing on March
1, 2004.*

         10.36 Form Of Joint Operating Agreement Between Aladdin Middle East
Ltd., Ersan Petrol Sanayii A.S. and Avenue Energy, Inc. incorporated by
reference to Exhibit 99.2 of the Company's Form 8-K dated January 2, 2004.
Commission File No. 000-30543.

         10.37 Participation Agreement Between The Sayer Group Consortium and
Avenue Energy, Inc. and Middle East Petroleum Services Limited dated January 22,
2004 (supercedes and corrects the Participation Agreement filed as Exhibit 99.3
to the Company's Form 8-K dated January 2, 2004).*

         14. Code of Ethics For Principal Executive Officers And Senior
Financial Officers. *

         21. List of Subsidiaries as at December 31, 2003.*

                                       49
<PAGE>

         31.1 Certification of Levi Mochkin, Chief Executive Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*

         31.2 Certification of Yam-Hin Tan, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*

         32.1 Certification of Levi Mochkin, Chief Executive Officer, pursuant
to Section 906 of Sarbanes-Oxley Act of 2002.*

         32.2 Certification of Yam-Hin Tan, Chief Financial Officer, pursuant to
Section 906 of Sarbanes-Oxley Act of 2002.*

         *Filed herewith

         (b) Reports on Form 8-K

                  The Company's Form 8-K Report filed on October 8, 2003 with
respect to the election of Levi Mochkin as a Director, President and Chief
Executive Officer of the Company and the resignation of Daniel Aharonoff as the
Company's President and a Director.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         (1)  Audit Fees
              ----------

         The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for our audit of
annual financial statements and review of financial statements included in our
Form 10-KSBs and 10-QSBs or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years was:

         2003:  $56,700 - Weinberg & Company, P.A.
         2002: $51,500 - Weinberg & Company, P.A.

         (2)  All Other Fees
              --------------
         The aggregate fees billed in each of the last two fiscal years for the
products and services provided by the principal accountant, other than the
services reported in paragraph (1) was:

         2003: $0
         2002: $13,000 - Grant Thornton

         Other than the fees set forth in (1) and (2) above, we have not
expended any amounts on any other audit, audit-related or tax fees.

                                       50
<PAGE>

         SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized this 29th day of
March 2004.

                                      AVENUE GROUP, INC.
                                         (Registrant)


                                      By  /s/  LEVI MOCHKIN
                                          ----------------------------------
                                               Levi Mochkin
                                        President and Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>

SIGNATURE                                 TITLE                                                       DATE


<S>                               <C>                                                            <C>
/s/ LEVI MOCHKIN                  President, Chief Executive Officer
---------------------             and Director                                                    March 29, 2004
Levi Mochkin

/s/ YAM-HIN TAN                   Chief Financial Officer and Director                            March 29, 2004
----------------------
Yam-Hin (Jim) Tan

/s/ JONATHAN HERZOG               Director                                                        March 29, 2004
----------------------
Jonathan Herzog
</TABLE>


                                       51
<PAGE>
                               AVENUE GROUP, INC.
                        (FORMERLY I.T. TECHNOLOGY, INC.)
                                AND SUBSIDIARIES


                                    CONTENTS


PAGE              F-2         INDEPENDENT AUDITORS' REPORT

PAGE              F-3         CONSOLIDATED BALANCE SHEETS

PAGE              F-4         CONSOLIDATED STATEMENTS OF OPERATIONS

PAGES             F-5 - F-6   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

PAGE              F-7          CONSOLIDATED STATEMENTS OF CASH FLOWS

PAGES             F-8 - F-27   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
Avenue Group, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Avenue Group,
Inc. and Subsidiaries (the "Company") as of December 31, 2003 and 2002 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present
fairly, in all material respects, the consolidated financial position of Avenue
Group, Inc. and Subsidiaries as of December 31, 2003 and 2002 and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2(O) to
the consolidated financial statements, the Company has a net loss of $4,691,177
and a negative cash flow from operations of $1,574,296 for the year ended
December 31, 2003 and has an accumulated deficit of $12,625,685 at December 31,
2003. These matters raise substantial doubt about its ability to continue as a
going concern. Management's plan in regards to these matters is described in
Note 2(O). The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 15, 2004


                                      F-2
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------
<TABLE>
<CAPTION>

                                     ASSETS
                                     ------
                                                                                   2003             2002
                                                                               ------------      ------------
<S>                                                                            <C>               <C>
CURRENT ASSETS
 Cash                                                                          $  1,898,784      $  2,147,775
 Accounts receivable, net                                                            49,710            21,545
 Prepaid expenses                                                                    18,811             9,628
 Investment in Australian marketable securities                                      87,992            30,765
                                                                               ------------      ------------
    Total Current Assets                                                          2,055,297         2,209,713
                                                                               ------------      ------------

FIXED ASSETS, NET                                                                    61,640            61,046

INVESTMENT IN TURKISH OIL JOINT VENTURE                                           3,710,987         2,109,500

OTHER ASSETS
 Capitalized software costs                                                              --             3,596
 Investment in ROO Group, Inc.                                                      208,500                --
  Other                                                                               7,721             8,530
                                                                               ------------      ------------
     Total Other Assets                                                             216,221            12,126
                                                                               ------------      ------------

TOTAL ASSETS                                                                   $  6,044,145      $  4,392,385
------------                                                                   ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                             $     47,037      $      4,752
  Accrued expenses                                                                  155,502           235,563
  Notes payable                                                                      93,621            84,816
  Due for investment in Turkish oil joint venture                                        --           500,000
                                                                               ------------      ------------
    Total Current Liabilities                                                       296,160           825,131
                                                                               ------------      ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock, $.001 par value, 25,000,000 shares authorized,
   none issued and outstanding                                                           --                --
  Common stock, $.0002 par value, 500,000,000 shares authorized,
   203,976,171 and 176,242,503 shares issued and outstanding, respectively           40,795            35,249
  Common stock to be issued, (3,906,666 and 650,000 shares, respectively)           586,000           258,750
  Additional paid - in capital                                                   17,737,475        11,552,147
  Accumulated other comprehensive income (loss)                                      26,200           (49,384)
  Deferred compensation                                                             (16,800)         (295,000)
  Accumulated deficit                                                           (12,625,685)       (7,934,508)
                                                                               ------------      ------------
    Total Stockholders' Equity                                                    5,747,985         3,567,254
                                                                               ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $  6,044,145      $  4,392,385
------------------------------------------                                     ============      ============
</TABLE>


           See accompanying notes to consolidated financial statements


                                      F-3
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------
<TABLE>
<CAPTION>

                                                                               2003               2002
                                                                           -------------      -------------
<S>                                                                        <C>                <C>
REVENUES
 Digital Media                                                             $     281,352      $      90,014
 E-Commerce                                                                       31,442             33,853
 Turkish oil joint venture                                                       157,682                 --
                                                                           -------------      -------------
     Total Revenues                                                              470,476            123,867
                                                                           -------------      -------------

COSTS AND OPERATING EXPENSES
 Cost of sales Digital Media and E-Commerce                                       26,439             23,009
 Development                                                                      29,400                 --
 Sales & marketing                                                                35,969                 --
 General and administrative                                                    2,318,863          1,390,985
 Impairment loss on Turkish oil joint venture                                  1,453,297                 --
                                                                           -------------      -------------
     Total Costs and Operating Expenses                                        3,863,968          1,413,994
                                                                           -------------      -------------

LOSS FROM OPERATIONS                                                          (3,393,492)        (1,290,127)
                                                                           -------------      -------------

OTHER INCOME (EXPENSE)
 Interest, net                                                                (1,301,697)           (83,979)
 Loss on sale of Australian marketable securities                                     --            (50,790)
 Impairment loss on Australian marketable securities                                  --           (355,869)
 Other                                                                             4,012            (24,184)
                                                                           -------------      -------------
     Total Other Income (Expense)                                             (1,297,685)          (514,822)
                                                                           -------------      -------------

NET LOSS                                                                   $  (4,691,177)     $  (1,804,949)
--------                                                                   =============      =============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                              $       (0.03)     $       (0.01)
                                                                           =============      =============

WEIGHTED AVERAGE SHARES OUTSTANDING- BASIC AND DILUTED                       183,778,362        150,552,596
                                                                           =============      =============
</TABLE>


           See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>


                                                                                     Common Stock to be        Additional
                                                            Common Stock                    Issued              Paid-In
                                                        Shares        Amount         Shares        Amount       Capital
                                                       ----------    ----------     ----------    ---------    -----------
<S>                                                   <C>            <C>             <C>          <C>            <C>
Balance at December 31, 2002                          176,242,503    $ 35,249        650,000      $ 258,750      $11,552,147

Issuance of shares in private placement for cash       17,617,001       3,523             --             --        3,198,001

Shares issued to placement agent previously
   shares to be issued                                    250,000          50       (250,000)      (158,750)         158,700

Beneficial conversion feature on convertible debt              --          --             --             --        1,300,000

Issuance of shares in exchange for convertible
   debt                                                 8,666,667       1,733             --             --        1,298,267

Issuance of shares from the exercise of stock
   options                                              1,000,000         200             --             --           99,800

Issuance of shares for services                           200,000          40             --             --          109,560

Shares to be issued                                            --          --      3,506,666        486,000               --

Amortization of deferred compensation for
 previously granted options and common stock for
 consulting                                                    --          --             --             --               --

Granting of stock options for services                         --          --             --             --           21,000

Comprehensive loss:                                            --          --             --             --               --

Net loss                                                       --          --             --             --               --

Foreign currency translation                                   --          --             --             --               --

Unrealized gain on Australian marketable
 securities                                                    --          --             --             --               --
                                                      -----------      ------     ----------      ---------      -----------
Comprehensive loss:


BALANCE AT DECEMBER 31, 2003                          203,976,171    $ 40,795      3,906,666      $ 586,000      $17,737,475
                                                      ===========    ========     ==========      =========      ===========
[RESTUBBED]
<CAPTION>

                                                      Accumulated
                                                         Other
                                                      Comprehensive
                                                        Income          Deferred        Accumulated
                                                         (Loss)        Compensation       Deficit         Total
                                                      -------------    ------------     -----------    ------------

<S>                                                     <C>           <C>                 <C>              <C>
Balance at December 31, 2002                            $(49,384)     $(295,000)          $(7,934,508)     $3,567,254

Issuance of shares in private placement for cash              --             --                    --       3,201,524

Shares issued to placement agent previously
   shares to be issued                                        --             --                    --              --

Beneficial conversion feature on convertible debt             --             --                    --       1,300,000

Issuance of shares in exchange for convertible
   debt                                                       --             --                    --       1,300,000

Issuance of shares from the exercise of stock
   options                                                    --             --                    --         100,000

Issuance of shares for services                               --             --                    --         109,600

Shares to be issued                                           --             --                    --         486,000

Amortization of deferred compensation for
 previously granted options and common stock for
 consulting                                                   --        295,000                    --         295,000

Granting of stock options for services                        --        (16,800)                   --           4,200

Comprehensive loss:                                           --             --                    --              --

Net loss                                                      --             --            (4,691,177)     (4,691,177)

Foreign currency translation                              18,357             --                    --          18,357

Unrealized gain on Australian marketable
 securities                                               57,227             --                    --          57,227
                                                        --------      ---------           -----------      ----------
Comprehensive loss:                                                                                        (4,615,593)
                                                                                                           ----------

BALANCE AT DECEMBER 31, 2003                            $ 26,200      $ (16,800)          $(12,625,685)    $5,747,985
---------------------------                             ========      =========           ===========      ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>

                                                                                    Common Stock to be       Additional
                                                              Common Stock                Issued               Paid-In
                                                            Shares        Amount     Shares       Amount       Capital
                                                         -----------      ------     -------     --------     ------------
<S>                                                      <C>                                     <C>          <C>
Balance at December 31, 2001                             134,976,653     $26,995          --     $     --     $  6,165,678

Issuance of shares to purchase Streamcom assets,
   January at $.0038 per share                            10,000,000       2,000          --           --           45,185

Issuance of shares for services, April at $.10
   per share                                               1,700,000         340          --           --          169,660

Issuance of shares for consulting services,
 November at $.27 per share                                1,000,000         200          --           --          269,800

Issuance of shares in private placement for cash,
   in October at $.10 per share                           10,250,000       2,050          --           --          938,572

Issuance of shares in private placement in
   exchange for debt, November at $.10 per share           2,600,000         520          --           --          256,113

Issuance of shares in exchanges for cancellation
   of debt, November at $.10 per share                     3,915,850         784          --           --          390,802

Issuance of shares in private placement for cash,
 November at $.25 per share                               11,800,000       2,360          --           --        2,866,535

Shares to be issued, $.25 per share                               --          --     400,000      100,000               --

Shares to be issued for placement services, $.635
 per share                                                        --          --     250,000      158,750         (158,750)

Issuance of purchase options                                      --          --          --           --          500,000

Granting of stock options for services                            --          --          --           --          100,052

Stock options received from affiliate                             --          --          --           --            8,500

Comprehensive loss:

Net loss                                                          --          --          --           --               --

Foreign currency translation                                      --          --          --           --               --

Unrealized loss on Australian marketable
   securities                                                     --          --          --           --               --
                                                         -----------      ------     -------     --------     ------------
Comprehensive loss:


BALANCE, DECEMBER 31, 2002                               176,242,503      $35,249    650,000     $258,750     $ 11,552,147
                                                         ===========      ======     =======     ========     ============
[RESTUBBED)
<CAPTION>
                                                       Accumulated
                                                           Other
                                                       Comprehensive
                                                           Income          Deferred       Accumulated
                                                           (Loss)        Compensation      Deficit            Total
                                                          ---------      -----------      -----------      -----------

<S>                                                       <C>            <C>              <C>              <C>
Balance at December 31, 2001                              $ 440,473      $        --      $(6,129,559)     $   503,587

Issuance of shares to purchase Streamcom assets,
   January at $.0038 per share                                   --               --               --           47,185

Issuance of shares for services, April at $.10
   per share                                                     --               --               --          170,000

Issuance of shares for consulting services,
 November at $.27 per share                                      --         (225,000)              --           45,000

Issuance of shares in private placement for cash,
   in October at $.10 per share                                  --               --               --          940,622

Issuance of shares in private placement in
   exchange for debt, November at $.10 per share                 --               --               --          256,633

Issuance of shares in exchanges for cancellation
   of debt, November at $.10 per share                           --               --               --          391,586

Issuance of shares in private placement for cash,
 November at $.25 per share                                      --               --               --        2,868,895

Shares to be issued, $.25 per share                              --               --               --          100.000

Shares to be issued for placement services, $.635
 per share                                                       --               --               --               --

Issuance of purchase options                                     --               --               --          500,000

Granting of stock options for services                           --          (70,000)              --           30,052

Stock options received from affiliate                            --               --               --            8,500

Comprehensive loss:

Net loss                                                         --               --       (1,804,949)      (1,804,949)

Foreign current translation                                (157,826)              --               --         (157,826)

Unrealized loss on Australian marketable
   securities                                              (332,031)              --               --         (332,031)
                                                          ---------      -----------      -----------      -----------
Comprehensive loss:                                                                                         (2,294,806)
                                                                                                           -----------

BALANCE, DECEMBER 31, 2002                                $ (49,384)     $  (295,000)     $(7,934,508)     $ 3,567,254
                                                          =========      ===========      ===========      ===========
</TABLE>

          See accompanying notes to consolidated financial statements

                                      F-6
<PAGE>


                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        AS OF DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                                  2003            2002
                                                                               -----------     ----------
<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                      $(4,691,177)    (1,804,949)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                     20,289         96,000
  Stock and options issued for services                                            113,800             --
  Write-down of inventory                                                               --         17,000
  Impairment loss on investment in Turkish oil joint venture                     1,453,297             --
  Impairment loss on Australian marketable securities                                   --        355,868
  Non-monetary compensation                                                        295,000        245,052
  Loss on disposal of fixed assets                                                      --         27,766
  Loss of sale of Australia marketable securities                                       --         50,790
  Interest expense for beneficial conversion feature                             1,300,000             --
 Changes in operating assets and liabilities:
  (Increase) in accounts receivable                                                (28,166)        (8,118)
  (Increase in other assets                                                         (8,370)        (8,958)
  Increase (decrease) in accounts payable                                           51,091         (7,851)
  (Decrease) increase in accrued expenses                                          (80,060)       261,155
                                                                               -----------    -----------
        Net Cash Used In Operating Activities                                   (1,574,296)      (776,245)
                                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment in Turkish oil joint venture                                        (3,054,784)    (1,609,500)
 Investment in ROO Group, Inc.                                                    (208,500)            --
 Purchases of property and equipment                                               (17,287)        (4,857)
 Proceeds from the sale of building                                                     --        521,187
 Proceeds from the sale of Australian marketable securities                             --        157,521
                                                                               -----------    -----------
        Net Cash Used In Investing Activities                                   (3,280,571)      (935,649)
                                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on notes payable                                                        (500,000)      (662,000)
 Proceeds from issuance of convertible debt                                      1,300,000             --
 Proceeds from issuance of common stock, net                                     3,201,524      3,809,517
 Proceeds from stock to be issued                                                  486,000        100,000
 Proceeds from exercise of stock options                                           100,000        500,000
                                                                               -----------    -----------
        Net Cash Provided By Financing Activities                                4,587,524      3,747,517
                                                                               -----------    -----------

Effect of foreign currency translation on cash                                      18,352        (15,432)
                                                                               -----------    -----------

Net (Decrease) Increase In Cash                                                   (248,991)     2,020,191

CASH AT BEGINNING OF YEAR                                                        2,147,775        127,584
                                                                               -----------    -----------

CASH AT END OF YEAR                                                            $ 1,898,784    $ 2,147,775
                                                                               ===========    ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of 10,000,000 shares of common stock for asset acquisition            $        --    $    47,185

Issuance of 250,000 common shares to be issued for prior year's placement
fees                                                                           $  (158,750)   $   158,750

Issuance of 8,667,667 shares of common stock for the cancellation of debt,
net of discount                                                                $ 1,302,186    $        --
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


NOTE 1   COMPANY BACKGROUND AND BUSINESS PLAN
------   ------------------------------------

         Avenue Group, Inc. ("Avenue Group"), formally I.T. Technology, Inc.,
         was incorporated in Delaware on February 2, 1999. Avenue Group is
         engaged in oil and gas exploration and development, e-commerce and
         digital media. Avenue Group has three wholly-owned subsidiaries, I.T.
         Technology Pty. Ltd., which furthers its operations in Australia;
         Avenue Energy, Inc., ("Avenue Energy"), which was formed to broaden the
         Company's strategic focus and pursue potential growth and investment
         strategies in the oil and gas sector; and Bickhams Media, Inc, which
         also owns 50% of VideoDome.com Networks, Inc. ("VideoDome"). Avenue
         Group, Inc. currently owns 50.1 % of Stampville.com, Inc.
         ("Stampville") and approximately 25.4% of ROO Group, Inc. (formerly
         Virilitec Industries, Inc.), which is traded on the NASDAQ-OTCBB
         ("ROO"), (collectively referred to as the "Company").

         The Company has limited sales, its activities through December 31, 2003
         have been principally devoted to raising capital, establishing and
         advancing operations at Avenue Energy, which commenced commercial oil
         production in September 2003 and acquiring equity interests in its
         operating subsidiaries Stampville and VideoDome and a strategic holding
         in ROO. In July 2002, the Company relocated its principal offices to
         California, though it still maintains an office in Melbourne,
         Australia.

         Stampville specializes in the wholesale and Internet sale of philatelic
         memorabilia, including stamps and other collectibles. VideoDome
         provides a range of digital media services, including but not limited
         to: hosting and delivery, media management services, registration and
         delivery of video stream via the Internet. ROO is a digital syndication
         service provider specializing in the delivery and management via the
         Internet of syndicated multi-media and video content.

         Additionally, the Company has incurred losses since inception, and
         management anticipates incurring substantial additional losses as it
         pursues its strategies. As a result of the foregoing, it will require
         additional capital to fund the activities and further development of
         its operations.

         In April 2002, the Company's common stock commenced trading on the
         NASDAQ OTC Bulletin Board under the symbol ITTE (now trading under the
         symbol AVNU due to the Company's name change).

         Due to changes in the marketplace and the economic environment, in the
         second half of 2002, the Company determined that it would seek to
         broaden its strategic focus and pursue a broader range of potential
         growth and investment strategies. In connection with this, the
         Company's Board of Directors approved a proposal to change the
         Company's name from I.T. Technology, Inc. to "Avenue Group, Inc."
         Shareholders approved the name change at the 2002 Annual Meeting of
         Stockholders, which was held on December 24, 2002 and the name change
         became effective on January 21, 2003.

         As part of this shift to a broader strategic focus, in November 2002,
         the Company formed Avenue Energy to pursue acquisitions of and
         investments in oil and gas exploration and production entities.

                                      F-8
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         In November 2002, we formed Avenue Energy, Inc. to pursue this line of
         business. Pursuant to the terms of the agreement, as revised, Avenue
         Energy paid $250,000 and acquired an option that allowed it to
         participate in and acquire a 50% interest in 30 exploration licenses
         and leases held by the members of the Sayer Group in Turkey, subject to
         a 7.5% overriding royalty interest (excluding governmental royalties)
         in favor of an affiliate of the Sayer Group; including the Karakilise
         License, where Avenue Energy made its first commercial oil discovery in
         September 2003. We also obtained the right to participate with a 50%
         interest in oil and gas properties or rights acquired by the Sayer
         Group in the future, so long as we continue to be an active right
         holder in an exploration or production lease with the Sayer Group. (See
         Notes 7 and 12)

         In addition, pursuant to a Stock Purchase Agreement dated November 11,
         2002, Avenue Energy agreed to acquire from a company controlled by Dr.
         Jaap Poll 36% of the outstanding capital stock of Anzoil (Thailand) Pty
         Ltd., now known as Black Swan Petroleum, in exchange for 20 million
         shares of our common stock. Avenue Energy also agreed to engage the
         services of Dr. Poll as its Director of Exploration on a part time
         consultancy basis. Dr. Poll has also been elected as a Director of
         Avenue Energy. Black Swan Petroleum's assets include a contract to
         acquire: (i) 100% of the offshore petroleum concession of Block B7/38
         located in the Gulf of Thailand and (ii) a letter of credit for
         approximately $1.8 million in cash. The closing of the sale of the
         Black Swan Petroleum shares was subject to the satisfaction by the
         seller of a number of conditions of closing. Due to delays in the
         closing of this transaction, the parties are currently discussing a
         renegotiation of this Stock Purchase Agreement. At this time we cannot
         predict, when, if ever this transaction will be consummated. (See Note
         7)

NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------- ------------------------------------------

         (A) PRINCIPLES OF CONSOLIDATION
         -------------------------------

         The consolidated financial statements include the accounts of Avenue
         Group, its wholly-owned subsidiaries and the accounts of Stampville
         which is 50.1% owned, and VideoDome which became a 50% subsidiary as of
         July 2, 2001. The losses allocated to the minority stockholders of
         Stampville and VideoDome exceeded the remaining minority interest and
         the excess has been allocated to the Company. All material intercompany
         accounts and transactions have been eliminated.

         (B) ESTIMATES
         -------------

         The preparation of the consolidated financial statements in conformity
         with accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities at the date of the consolidated
         financial statements and the reported amounts of revenues and expenses
         during the reporting period. Actual results could differ from those
         estimates.

         The Company believes the carrying amount of its investment in ROO is a
         sensitive estimate. The Company also currently believes that the
         carrying amount of its investment in ROO approximates its fair value
         (See Note 3). This estimate could change significantly in future
         reporting periods.

                                      F-9
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         (C) FAIR VALUE OF FINANCIAL INSTRUMENTS
         ---------------------------------------

         The carrying value of financial instruments including cash, accounts
         receivable, accounts payable, accrued expenses and debt, approximates
         their fair values at December 31, 2003 and December 31, 2002 due to the
         relatively short-term nature of these instruments.

         (D) MARKETABLE SECURITIES
         -------------------------

         Investments in Australian marketable securities have been designated as
         available for sale. These securities are reported at market value, as
         determined by the closing market price of the related investment on the
         Australian stock exchange, with net unrealized gains and losses are
         included in equity as other comprehensive income (loss). Net unrealized
         gain (loss) for the years ended December 31, 2003 and 2002 were $57,227
         and $(332,031), respectively. The Company reviews all of its
         investments for any unrealized losses deemed to be other than
         temporary. Unrealized losses that are other than temporary are
         recognized in earnings. Realized gains and losses on investments are
         determined using the specific identification method.

         (E) FIXED ASSETS
         ----------------

         Fixed assets are stated at cost. Depreciation is provided for using the
         straight-line method of accounting over the estimated useful lives
         ranging from 3 to 7 years.

         (F) CAPITALIZED SOFTWARE COSTS
         ------------------------------

         Software costs are generally expensed as incurred, except for certain
         costs relating to the development of internal-use software incurred
         during the application stage. Capitalized software costs are generally
         amortized over the estimated useful life of two years. For the years
         ended December 31, 2003 and 2002, there were no additional capitalized
         software costs.

         (G) IMPAIRMENT OF LONG-LIVED ASSETS
         -----------------------------------

         In August 2001, the Financial Accounting Standards Board ("FASB")
         issued Statement of Financial Accounting Standards ("SFAS") No. 144,
         Accounting for the Impairment or Disposal of Long-Lived Assets. This
         pronouncement superceded SFAS No. 121, Accounting for the Impairment of
         Long-Lived Assets and Long-Lived Assets to be Disposed of and was
         required to be adopted on January 1, 2002. SFAS No. 144 retained the
         fundamental provisions of SFAS No.121 as it related to assets to be
         held and used and assets to be sold. SFAS No. 144 requires impairment
         losses to be recorded on assets to be held and used by the Company when
         indicators of impairment are present and the undiscounted cash flows
         estimated to be generated by those assets are less than the carrying
         amount of the assets. When an impairment loss is required for assets to
         be held and used by the Company, the related assets are adjusted to
         their estimated fair value. Fair value represents the amount at which
         an asset could be bought or sold in a current transaction between
         willing parties, that is, other than a forced or liquidation sale.

         The estimation process involved in determining if assets have been
         impaired and in the determination of fair value is inherently uncertain
         because it requires estimates of current market yields as well as
         future events and conditions. Such future events and conditions include
         economic and market conditions, as well as availability of suitable
         financing to fund acquisition and development activities. The
         realization of the Company's revenue producing assets is dependent upon
         future uncertain events and conditions, and accordingly, the actual
         timing and amounts realized by the Company may be materially different
         from their estimated value.

                                      F-10
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         For the year ended December 31, 2003, the Company recorded an
         impairment loss of $1,453,297 relating to its oil and gas activities
         (See Note 7).

         (H) EQUITY INVESTMENT AND OIL AND GAS OPERATIONS
         ------------------------------------------------

         The Company accounts for its investment in the joint operating
         agreement pertaining to the Turkish oil and gas operations under the
         equity method of accounting. The investment is carried at cost adjusted
         for the Company's proportionate share of their undistributed earnings
         or losses.

         The operations underlying the Company's joint venture investment follow
         the successful efforts method of accounting for the oil and gas
         operations. Under this method, all property acquisition costs and costs
         of exploratory and development wells are capitalized when incurred,
         pending determination of whether an individual well has found proved
         reserves. If it is determined that a well has not found proved
         reserves, the costs of drilling the well are expensed. The costs of
         development wells are capitalized whether productive or nonproductive.

         Geological and geophysical costs on exploratory prospects and the costs
         of carrying and retaining unproved properties are expenses as incurred.
         An impairment allowance is provided to the extent that capitalized
         costs of unproved properties, on a property-by-property basis, are not
         considered to be realizable. Depletion, depreciation and amortization
         ("DD&A") of capitalized costs of proved oil and gas properties is
         provided on a property-by-property basis using the units of production
         method. The computation of DD&A takes into consideration dismantlement,
         restoration and abandonment costs and the anticipated proceeds from
         equipment salvage. The estimated dismantlement, restoration and
         abandonment costs are expected to be substantially offset by the
         estimated residual value of the lease and well equipment. An impairment
         loss is recorded if the net capitalized costs of proved oil and gas
         properties exceed the aggregate undiscounted future net revenues
         determined on a property-by-property basis. The impairment loss
         recognized equals the excess of net capitalized costs over the related
         fair value determined on a property-by-property basis.

         (I) REVENUE RECOGNITION
         -----------------------

         Revenues and related costs for digital media and e-commerce sales are
         recognized when products are shipped or services are rendered to the
         customer.

         Revenues from the Company's joint operating agreement pertaining to the
         Turkish oil and gas operations are recognized according to the equity
         method of accounting.

         (J) FOREIGN CURRENCY TRANSLATION
         --------------------------------

         Assets and liabilities of the Company's Australian subsidiary are
         translated at current exchange rates and related revenues and expenses
         are translated at average exchange rates in affect during the period.
         Resulting translation adjustments are recorded as a component of
         accumulated comprehensive income (loss) in stockholders' equity.

                                      F-11
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         (K) INCOME TAXES
         ----------------

         Deferred income taxes are recorded using enacted tax laws and rates for
         the years in which the taxes are expected to be paid. Deferred income
         taxes are provided for when there is a temporary difference in
         recording such items for financial reporting and income tax reporting.
         The temporary differences that give rise to deferred tax assets
         primarily are depreciation and accrual to cash adjustments, which were
         reduced by a like amount because of the uncertainty as to whether the
         deferred tax assets will be realized.

         At December 31, 2003, the Company had federal net operating loss
         carryforwards amounting to approximately $9,100,000 which expire in
         2020 through 2023. The Company has recorded a full valuation allowance
         against deferred tax assets resulting from the net operating loss
         carryforwards, because the realization of such deferred tax assets is
         not considered more likely than not.

         (L) LOSS PER COMMON SHARE
         -------------------------

         Net loss per common share (basic and diluted) is based on the net loss
         divided by the weighted average number of common shares outstanding
         during each year. Common stock equivalents are not included in the
         computation of diluted net loss per common share because the effect
         would be anti dilutive.

         (M) STOCK-BASED COMPENSATION
         ----------------------------

         The Company recognizes compensation expenses for its stock options plan
         using the intrinsic value method of accounting. Under the terms of the
         intrinsic value method, compensation cost is the excess, if any, of the
         quoted market price of the stock at the grant date, over the amount an
         employee must pay to acquire the stock.

         (N) RECENT ACCOUNTING PRONOUNCEMENT
         -----------------------------------

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
         Stock-Based Compensation-Transition and Disclosure - an amendment of
         SFAS Statement No. 123, "Accounting for Stock Based Compensation" which
         provides alternative methods for accounting for a change by registrants
         to the fair value method of accounting for stock-based compensation.
         Additionally, SFAS 148 amends the disclosure requirements of SFAS 123
         to require disclosure in the significant accounting policy footnote of
         both annual and interim financial statements of the method of
         accounting for stock based-compensation and the related pro forma
         disclosures when the intrinsic value method continues to be used. The
         statement is effective for fiscal years beginning after December 15,
         2002, and disclosures are effective for the first fiscal quarter
         beginning after December 15, 2002.

         Companies choosing the intrinsic-value method are required to disclose
         the pro forma impact of the fair value method on net loss. The pro
         forma effect on net loss and loss per share are as follows for the
         years ended December 31:
<TABLE>
<CAPTION>
                                                    2003                   2002
                                              -----------------      ------------------

<S>                                               <C>                     <C>
           Net loss as reported                   $(4,691,177)            $(1,804,949)
           Pro forma net loss                     $(4,773,677)            $(1,834,949)

           Loss per share as reported                  $(0.03)                 $(0.01)
           Pro forma loss per share                    $(0.03)                 $(0.01)
</TABLE>


         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
         133 on Derivative Instruments and Hedging Activities". SFAS No. 149
         amends and clarifies financial accounting and reporting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts (collectively referred to as derivatives) and for hedging
         activities under SFAS No. 133, "Accounting for Derivative Instruments
         and Hedging Activities".

         The changes in SFAS No. 149 improve financial reporting by requiring
         that contracts with comparable characteristics be accounted for
         similarly. This statement is effective for contracts entered into or
         modified after June 30, 2003 and all of its provisions should be
         applied prospectively.

                                      F-12
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity". SFAS No. 150 changes the accounting for certain financial
         instruments with characteristics of both liabilities and equity that,
         under previous pronouncements, issuers could account for as equity. The
         new accounting guidance contained in SFAS No. 150 requires that those
         instruments be classified as liabilities in the balance sheet.

         SFAS No. 150 affects the issuer's accounting for three types of
         freestanding financial instruments. One type is mandatorily redeemable
         shares, which the issuing company is obligated to buy back in exchange
         for cash or other assets. A second type includes put options and
         forward purchase contracts, which involves instruments that do or may
         require the issuer to buy back some of its shares in exchange for cash
         or other assets. The third type of instruments that are liabilities
         under this SFAS is obligations that can be settled with shares, the
         monetary value of which is fixed, tied solely or predominantly to a
         variable such as a market index, or varies inversely with the value of
         the issuers' shares. SFAS No. 150 does not apply to features embedded
         in a financial instrument that is not a derivative in its entirety.

         Most of the provisions of Statement 150 are consistent with the
         existing definition of liabilities in FASB Concepts Statement No. 6,
         "Elements of Financial Statements". The remaining provisions of this
         SFAS are consistent with the FASB's proposal to revise that definition
         to encompass certain obligations that a reporting entity can or must
         settle by issuing its own shares. This SFAS shall be effective for
         financial instruments entered into or modified after May 31, 2003 and
         otherwise shall be effective at the beginning of the first interim
         period beginning after June 15, 2003, except for mandatorily redeemable
         financial instruments of a non-public entity, as to which the effective
         date is for fiscal periods beginning after December 15, 2004.

         In January 2003, and as revised in December 2003, the FASB issued
         Interpretation No. 46, "Consolidation of Variable Interest Entities"
         "Interpretation No. 46"), an interpretation of Accounting Research
         Bulletin ("ARB") No. 51", "Consolidated Financial Statements".
         Interpretation No. 46 addresses consolidation by business enterprises
         of variable interest entities, which have one or both of the following
         characteristics: (i) the equity investment at risk is not sufficient to
         permit the entity to finance its activities without additional
         subordinated support from other parties, which is provided through
         another interest that will absorb some or all of the expected losses of
         the entity; (ii) the equity investors lack one or more of the following
         essential characteristics of a controlling financial interest: the
         direct or indirect ability to make decisions about the entity's
         activities through voting rights or similar rights; or the obligation
         to absorb the expected losses of the entity if they occur, which makes
         it possible for the entity to finance its activities; the right to
         receive the expected residual returns of the entity if they occur,
         which is the compensation for the risk of absorbing the expected
         losses. Interpretation No. 46, as revised, also requires expanded
         disclosures by the primary beneficiary (as defined) of a variable
         interest entity and by an enterprise that holds a significant variable
         interest in a variable interest entity but is not the primary
         beneficiary.

         Interpretation No. 46, as revised, applies to small business issuers no
         later than the end of the first reporting period that ends after
         December 15, 2004. This effective date includes those entities to which
         Interpretation No. 46 had previously been applied. However, prior to
         the required application of Interpretation No. 46, a public entity that
         is a small business issuer shall apply Interpretation No. 46 to those
         entities that are considered to be special-purpose entities no later
         than as of the end of the first reporting period that ends after
         December 15, 2003.

                                      F-13
<PAGE>

         Interpretation No. 46 may be applied prospectively with a
         cumulative-effect adjustment as of the date on which it is first
         applied or by restating previously issued financial statements for one
         or more years with a cumulative-effect adjustment as of the beginning
         of the first year restated.

         In June 2003, the FASB issued an Exposure Draft for proposed SFAS
         entitled "Qualifying Special Purpose Entities ("QSPE") and Isolation of
         transferred Assets", an amendment of SFAS No. 140 ("The Exposure
         Draft"). The Exposure Draft is a proposal that is subject to change and
         as such, is not yet authoritative. If the proposal is enacted in its
         current form, it will amend and clarify SFAS 140. The Exposure Draft
         would prohibit an entity from being a QSPE if it enters into an
         agreement that obliged a transferor of financial assets, its
         affiliates, or its agents to deliver additional cash or other assets to
         fulfill the special-purposes entity's obligation to beneficial interest
         holders.

         Management does not expect these recent pronouncements to have a
         material impact on the Company's consolidated financial position or
         results of operations.

         (O) GOING CONCERN
         -----------------

         The Company's consolidated financial statements have been presented on
         the basis that it is a going concern, which contemplates the
         realization of assets and the satisfaction of liabilities in the normal
         course of business. The Company has a net loss of $4,691,177 and a
         negative cash flow from operations of $1,574,296 for the year ended
         December 31, 2003, and has an accumulated deficit of $12,625,685 as of
         December 31, 2003. These matters raise substantial doubt about its
         ability to continue as a going concern.

         The Company is dependent on the proceeds of recent private placements
         and/or debt or equity financing or alternative means of raising working
         capital to finance its operations. Management plans to rely on the
         proceeds of recent private placements, loans from affiliates, at their
         discretion, and debt or equity financing to fund its operations.
         However, there is no assurance that the Company will be successful in
         achieving any such financing or raising sufficient capital to fund its
         operations and the further development of the Company. The Company
         completed private placements during 2003 for the sale of common stock.
         (See Note 9) The consolidated financial statements do not include any
         adjustments that might result from the outcome of this uncertainty.

         (P) CONCENTRATION OF CREDIT RISK
         --------------------------------

         Financial instruments, which potentially subject the Company to
         concentration of credit risk, consist principally of cash described
         below.

         At December 31, 2003 the Company had cash balances with a bank in
         excess of the $100,000 limit insured by the Federal Deposit Insurance
         Corporation of $1,680,217. Based on credit worthiness of the financial
         institutions with which it does business, the Company believes it is
         not exposed to any significant risk.

                                      F-14
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


NOTE 3   INVESTMENT IN ROO GROUP, INC.
------   -----------------------------

         On April 30, 2002, the Company reached an agreement with its then
         President and Chief Executive Officer, Mr. Robert Petty pursuant to
         which Mr. Petty resigned from all positions with the Company and its
         affiliates to pursue the further development of ROO Media Corporation,
         Inc., ("ROO Media") a company owned and controlled by him. Pursuant to
         this agreement, the Company exercised an existing option to acquire a
         25% equity interest in ROO Media and certain stock options previously
         granted to Mr. Petty and his affiliates became vested. In connection
         with the agreement, the Company recorded an $8,500 investment in ROO
         Media. Subsequently, in November, 2003, the Company made a further
         investment of $200,000 in ROO Media, enabling it to merge with the
         publicly traded Virilitec Industries, Inc. This resulted in the Company
         owning 40,000,000 shares (25.4%) of common stock in the newly merged
         entity, now known as ROO Group, Inc.

         The Company currently believes that the carrying amount of its
         investment in 40,000,000 shares of ROO approximates its fair value. The
         following factors were considered in determining fair value: (i) the
         common stock in the newly merged ROO is thinly traded, (ii) the stock
         held by the Company is currently restricted common stock and (iii) the
         Company's investment is illiquid because it has a significant ownership
         block in ROO of approximately 25% of the outstanding common stock. The
         Company will continue to evaluate the fair value of its investment in
         ROO in the future. Managements' estimate of the fair value of its
         investment could change and based upon current circumstances could
         potentially have a material positive effect on the consolidated
         financial condition of the Company. The closing price of ROO's trading
         common stock at December 31, 2003 was $.09 per share.

NOTE 4   FIXED ASSETS
------   ------------

         Fixed assets at December 31 consists of the following:
<TABLE>
<CAPTION>

                                                         2003                   2002
                                                     -----------           -------------
<S>                                                  <C>                   <C>
          Office and computer equipment              $   171,597           $     154,310

          Less:  accumulated depreciation               (109,957)                (93,264)
                                                     -----------           -------------
          Fixed assets, net                          $    61,640           $      61,046
                                                     ===========           =============
</TABLE>


         In March 2002, the Company sold land and a building previously owned in
         Australia and recognized a gain from the sale of approximately $7,000.

         Depreciation and amortization expense for the years ended December 31,
         2003 and 2002 amounted to $16,693 and $41,537, respectively.

NOTE 5   INVESTMENT IN STAMPVILLE.COM, INC.
------   ----------------------------------

         Pursuant to a Stock Purchase Agreement dated June 18, 1999, as amended
         on December 8, 1999 and once again on October 13, 2000, the Company
         purchased a 50.1% equity interest in the common stock of Stampville, an
         unrelated party, for previous payments that had been made, aggregating
         to $2,741,250 and the issuance of 5,000,000 shares of common stock to a
         principal of Stampville.

                                      F-15
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002



         Stampville was formed on April 14, 1999 to engage in the business of
         selling collectible stamps and other memorabilia on the Internet and on
         a wholesale basis to chain stores and small businesses, and on a retail
         basis to the general public.

         In addition, Avenue Group has entered into a shareholders agreement
         with Stampville and its shareholders that, among other things,
         restricts the ability of the shareholders of Stampville to transfer
         their interests; provides that Avenue Group shall be entitled to
         appoint to the Board of Directors of Stampville such additional
         nominees selected by Avenue Group so that at all times half of the
         members of the Board of Directors of Stampville shall consist of
         individuals nominated by Avenue Group and one-half of the members of
         the Board of Directors of Stampville shall consist of individuals
         nominated by the current shareholders of Stampville other than Avenue
         Group. There can be no assurance that Avenue Group or Stampville will
         obtain additional financing to further develop the operations of
         Stampville.

         Stampville entered into an agreement dated December 1, 1999, with the
         Inter-Governmental Philatelic Corporation (IGPC), of which the
         president is a related party to certain officers of Stampville, whereby
         IGPC will provide stamp sheets as well as additional services to
         Stampville, including the extension of a line of credit of up to
         $2,000,000 to Stampville for the purchase and shipping of stamps from
         IGPC. Certain provisions of the IGPC Agreement providing for additional
         services, including the line of credit terminated on December 1, 2002
         pursuant to a notice from IGPC. Consequently, the terms of the IGPC
         Agreement will continue until December 1, 2004, with respect only to
         IGPC's sale of stamps to Stampville.

         Should Stampville not be able to renew its contract with IGPC on
         favorable terms, or require a change in stamp providers, this could
         cause significant service disruptions, which may have an adverse affect
         on Avenue Group.

         In March 2002, in view of the limited financial resources available for
         the Company to direct toward Stampville and after reviewing possible
         alternatives, the Company commenced a restructuring of Stampville's
         operations. Supervision of substantially all of Stampville's activities
         reverted back to its founders in New York. While in the past the
         Company has advanced additional working capital to Stampville and these
         loans are still outstanding, the Company is no longer advancing any
         funds to, or on behalf of Stampville and absent new developments, does
         not anticipate providing any material amount of funding to Stampville
         in the foreseeable future. Currently, Stampville has been funding its
         operations from its cash flow. Management continues to explore
         strategic alternatives for the development of Stampville.

NOTE 6   DIGITAL MEDIA INVESTMENTS
------   -------------------------

         Pursuant to an Option Agreement dated March 24, 2000, as amended on
         October 31, 2000 and once again in the form of a new Shareholder's
         Agreement entered into on July 2, 2001, the Company acquired a 50%
         equity interest in VideoDome. The Company invested an aggregate amount
         of $871,000 in VideoDome, including an additional $150,000 invested in
         VideoDome under the new Shareholder's agreement. The Company includes
         the accounts of VideoDome in its consolidated

                                      F-16
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002



         financial statements since the Company exercises significant influence
         over the operations of VideoDome.

         On January 14, 2002, the Company completed the acquisition of certain
         of the assets of Streamcom Pty Ltd ("Streamcom"), a company engaged in
         the digital media sector amounting to $47,185. As provided in the
         agreement, the Company issued 10,000,000 shares of common stock to
         Streamcom in January 2002. The Company acquired existing
         infrastructure, equipment and personnel that were of strategic
         importance to its plans for an increased digital media focus.
         Subsequently, following the loss of certain key personnel at Streamcom
         and in light of the lack of any meaningful revenues being generated by
         Streamcom, the limited financial resources available to the Company and
         the Company's shift in strategic focus previously discussed; the
         Company opted to curtail its existing digital media activities in
         Australia at this time and increase its focus and resources in the more
         developed U.S. market through VideoDome. The assets of Streamcom,
         consisting primarily of equipment, continue to be utilized by the
         Company.

NOTE 7   AVENUE ENERGY
------   -------------

         As part of the Company's shift to a broader strategic focus, in
         November 2002, the Company formed a wholly owned subsidiary, Avenue
         Energy to pursue acquisitions of and investments in oil and gas
         exploration and production entities.

         On November 18, 2002, the Company entered into a Farmin and
         Participation Agreement with Sayer Group Consortium and Middle East
         Petroleum Services Limited. Pursuant to the terms of the agreement we
         paid $250,000 in November 2002 and acquired an option that ultimately
         allowed us to participate in and acquire a 45% working interest in up
         to 31 exploration licenses and 2 production leases held by the members
         of the Sayer Group in Turkey, as well as the option to participate with
         a 45% interest in oil and gas properties or rights acquired by the
         Sayer Group in the future, so long as we continue to be an active right
         holder in an exploration or production lease with the Sayer Group. In
         connection with the Company's investment, $47,219 of registration
         expenses were capitalized for the year ended December 31, 2003 and
         $109,500 of legal expenses were capitalized for the year ended December
         31, 2002, since such costs were directly related to the acquisition of
         the interest.

         Pursuant to the Farmin Agreement the Company had the option,
         exercisable at any time up to December 20, 2002, to acquire a 45%
         interest in the Tosun-1 well and license by paying an additional $2.25
         million in December 2002 and February 2003, which represented about 50%
         of the estimated well cost. Tosun-1, lies adjacent to the producing
         Cendere and Karakus oilfields in southeast Turkey. On December 20, 2002
         the Company exercised this option and at the same time the parties
         modified certain payment terms of the Farmin Agreement to extend the
         due dates with respect to the remaining payments. Avenue also
         contributed an additional payment of $250,000 on May 30, 2003 towards
         completion of the target horizons in the Tosun-1 well beyond the
         designated turnkey depth of around 9,335 feet, in full satisfaction of
         any and all costs incurred at Tosun-1 that could have been attributable
         to it, thereby bringing its aggregate and final payments in connection
         with the Tosun-1 well and license to $2.75 million.

         Drilling of this well commenced in the fourth quarter of 2002 and
         continued through May 2003. A total depth of 10,758 feet was reached
         and testing at Tosun-1 continued to determine if initial oil recoveries
         would become commercially viable. At total depth, the operator


                                      F-17
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         continued to swab the well and recovered a mixture of formation water
         and oil. In order to stem the influx of formation water into the
         wellbore, the operator placed a cement plug in the bottom of the well
         from 10,726.5 feet to the total depth. The recoveries at this well were
         a mixture of mostly formation water and some oil, which indicates that
         the potential oil and water producing zone(s) have not effectively been
         isolated from each other by the bottom hole cement plug. In August
         2003, the operator proposed and the joint venture parties agreed to the
         abandonment of the well, but not the license, as it was likely that the
         well would produce too much water from this location to be commercial.
         However, the recovery of over 100 barrels of good quality oil confirms
         that oil exists in the Tosun license. The joint venture believes that
         the Tosun-1 well encountered an oil accumulation near the edge of a
         field of unknown extent. The joint venture is considering carrying out
         a seismic survey to assist mapping of the oil structure. Without
         further seismic and additional drilling, no determination can be made
         whether the recovery of oil from the Tosun-1 well will ultimately lead
         to a commercial development elsewhere on the Tosun structure. In
         connection with the above, the Company recorded an impairment loss
         relating to its investment in the Turkish oil joint venture of
         $1,453,297 for the year ended December 31, 2003.

         In addition, as a result of the Company's exercise of the option with
         respect to the Tosun-1 well, it had an option to acquire up to a 45%
         participating interest in the Karakilise-1 well and license located in
         the Diyarbakir petroleum district in southeast Turkey. On April 17,
         2003, the Company exercised the Karakilise option. Spudding of the
         Karakilise-1 well occurred in late June 2003. The total exercise price
         of the Karakilise-1 well and license option was $2,000,000 due in
         installments based upon the progress of the drilling of this well.
         Pursuant to the Farmin Agreement as amended again in July 2003, the
         Company completed payments on the full exercise of this option in
         September 2003. This well went into commercial production in September
         2003. As a result, the Company was also required to fund an additional
         $187,164 towards completion costs. In September 2003, the Company paid
         $100,000 of this amount and pursuant to arrangements reached with the
         Sayer Group, the remaining balance of $87,164 was funded from the
         Company's share of the proceeds of crude oil sales from Karakilise-1.
         For the year ended December 31, 2003, Avenue Energy received $157,682
         for its distributed share of the net profits from crude oil sales and
         remitted the amounts to the Sayer Group as an additional investment.
         The amount is also included in revenues in the accompanying
         consolidated statements of operations.

         The well is producing good quality light crude (32.5 API). As at
         December 31, 2003 approximately 18,832 barrels of oil had been
         produced. The Sayer Group sells the Karakilise crude on behalf of the
         joint venture to the refinery at a price which reflects world parity in
         the month preceding the sale, plus transportation costs to the refinery
         gate, adjusted for crude quality. Due to the limited amount of
         geological information available at the present time, there has been no
         determination made as to any reserve estimates at Karakilise. This will
         likely require the drilling of additional wells under the license. (See
         Note 12).

         Aladdin Middle East has constructed two storage tanks with 5000 barrel
         capacity both at the Karakilise-1 wellsite and purchased a 2 x 10,000
         barrel mixing and storage facility at the Tupras-owned Batman refinery.
         This refinery was build for heavy crude from the Raman fields and our
         light Karakilias crude requiresmixing with heavier oils to enable it to
         be processed by this refinery. Karakilise-1 is currently not producing
         at the earlier anticipated rates of over 600 BOPD. This may be due to
         the well's only partial intersection of the oil column(s) as the well
         did not intersect an oil/water contact. The Operator will monitor this
         well at its current production rates of 50-100 BOPD until the
         Karakilise-2 well has been drilled and more information is available on
         the thickness of the oil pay. A decision to deepen Karakilise-1 may
         then be considered.

         Following Avenue Energy's participation in the two initial wells in
         2003, Avenue Energy elected to exercise its option into many additional
         exploration licenses and leases held by members of the Sayer Group in
         Turkey. In January, 2004, Avenue Energy entered into new joint
         operating and related agreements with the Sayer Group (See Note 12)

         In addition, in November 2003, Avenue Energy exercised an option which
         requires that the Sayer Group workover (reopen) up to five existing
         wells in the Kahta Field and drill up to three additional wells in the
         Kahta license at fixed costs to the Company of $150,000 per well for
         workovers and $400,000 per well for new wells. Avenue Energy will


                                      F-18
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         receive 95% of net revenues until it recovers 100% of our entire
         investment of $2.75 million in Tosun-1 and up to $1.95 million in the
         Kahta Field and thereafter will receive 50% of net revenues from these
         Kahta wells under the new Agreements. Avenue Energy has until November,
         2004 to commence these operations.

         AGREEMENT TO PURCHASE 36% INTEREST IN BLACK SWAN PETROLEUM

         Pursuant to Stock Purchase Agreement dated November 11, 2002, Avenue
         Energy agreed to acquire from a company controlled by Dr. Jaap Poll 36%
         of the outstanding capital stock of Anzoil (Thailand) Pty Ltd., now
         known as Black Swan Petroleum, in exchange for 20 million shares of the
         Company's common stock. Black Swan Petroleum's assets included a
         contract to acquire: (i) 100% of the offshore petroleum concession
         Block B7/38 located in the Gulf of Thailand and (ii) a letter of credit
         for approximately US $1.8 million in cash. The shareholders of Black
         Swan will be required to contribute their proportionate share of the
         obligations of Black Swan with respect to the development of the oil
         and gas concession which are expected to be approximately $2.7 million
         (a total of $4.5 million less the anticipated draw down on a letter of
         credit of approximately $1.8 million). These funds will initially be
         utilized to fund the drilling of the first commitment well, which is
         now not expected to commence before the fourth quarter 2004. The
         closing of the sale of the Black Sean Petroleum shares was subject to
         the satisfaction by the seller of a number of conditions of closing.
         Due to delays in the closing of this transaction, the parties are
         currently discussing a renegotiation of this Stock Purchase Agreement.
         At this time, the Company cannot predict, when, if ever this
         transaction will be consummated.

NOTE 8   NOTES AND LOANS PAYABLE
------   -----------------------

         On August 1, 2000, the Company borrowed $150,000 from Instanz Nominees
         Pty. Ltd. ("Instanz"), a related party at that time. The loan bears
         interest at the rate of ten percent (10%) per annum. In November, 2002,
         the Company repaid $100,000 of this note from the proceeds of a private
         placement, leaving a balance payable of principal and interest of
         $93,621 and $84,816 at December 31, 2003 and 2002, respectively. Upon
         mutual agreement of the parties, this loan and accrued interest
         payable, shall be repaid only after the Company has received additional
         financing and at that time upon the mutual agreement of the Company's
         Board of Directors and Instanz.

         In order to fund the further development of its oil and gas activities,
         during 2003 and currently, the Company has entered into Agreements with
         an affiliate of its Chief Executive Officer, Levi Mochkin, pursuant to
         which it has been provided with a limited draw down facility. In 2003
         this was a facility of $500,000, which was not drawn upon and has
         expired. Currently, the Company has a new unsecured facility of up to
         $750,000 available to it, to be drawn down between March and May of
         2004 in connection with its continued exploration activities in the
         Republic of Turkey. In the event of a draw down against this facility,
         interest is payable annually at 9% and upon mutual agreement of the
         parties, these loans and accrued interest payable to the affiliates
         shall be repaid only after the Company has received additional
         financing and at that time upon the mutual agreement of the Company's
         Board of Directors and the affiliates.

                                      F-19
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


NOTE 9   CAPITALIZATION
------   --------------

         (A) PREFERRED STOCK
         -------------------

         The Company has authorized the issuance of 25,000,000 shares of
         preferred stock, par value $.001 per share. The Board of Directors of
         the Company has the right to create one or more series of preferred
         stock and to determine the rights, preferences and privileges of any
         such series. No shares of preferred stock are currently outstanding.

         (B) COMMON STOCK
         ----------------

         2003
         ----
         Pursuant to the terms of consulting agreements entered into in
         September, 2003, the Company issued an aggregate of 200,000 shares of
         its restricted common stock in private placements to the consultants
         for services. The Company recorded compensation expenses in connection
         with these agreements of $109,600 based on the closing market price of
         the Company's common stock on the date of the stock issuances.

         In December 2003, the Company granted 150,000 stock options to an
         officer of the Company. The options vest over 1.5 years and are
         exercisable at $.25 per share. The intrinsic value relating to the
         options is $21,000, of which the Company expensed $4,200 for the year
         ended December 31, 2003 and deferred $16,800 of the costs.

         For the year ended December 31, 2003, the Company amortized deferred
         compensation costs of $295,000 relating to previously issued options
         and common stock for consulting services.

         In the year ended December 31, 2003, the Company entered into
         agreements with accredited investors in private placements pursuant to
         which it had an aggregate of 21,123,667 shares of its restricted common
         stock issued or to be issued at $.15 to $.25 per share. This resulted
         in proceeds of $3,687,524. Proceeds from the offering were principally
         utilized to fund Avenue Energy's oil and gas activities in Turkey and
         for working capital.

         In July 2003, the Company issued 1,000,000 shares of common stock to
         Robert Petty and ROO Media in connection with the exercise of 1,000,000
         stock options for $100,000. These options had an exercise price of
         $0.10 per share.

         2002
         ----
         In the fourth quarter of 2002, the Company sold 22,050,000 shares of
         its restricted common stock in private placements for net proceeds of
         $3,809,517. In connection with the private placements, the placement
         agent received fees comprised of $90,000 in cash and 250,000 restricted
         shares of the Company's common stock to be issued. The restricted
         shares were valued at $158,750 based on the closing price of the common
         stock on the date of issuance, which occurred in January 2003. The
         total placement agent fees of $248,750 were recorded as a reduction of
         additional paid-in capital as of December 31, 2002. Also in connection
         with the private placements, the Company paid direct costs aggregating
         $75,483 relating to legal and other fees that were also recorded as a
         reduction of additional paid-in capital as of December 31, 2002.
         Proceeds from the offering were principally utilized to fund Avenue
         Energy's oil and gas acquisitions in Turkey, to reduce debt and for
         working capital.

                                      F-20
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         In November 2002, the Company engaged Tecumseh Holdings Corporation
         ("Tecumseh"), to render investment and merchant banking consulting
         services on a non-exclusive basis for one year. Pursuant to this
         agreement, in November 2002, the Company issued Tecumseh 1,000,000
         shares of its restricted common stock as partial consideration for its
         consulting services, of which 500,000 are being held in escrow for six
         months. In connection with this agreement, the Company valued the
         1,000,000 shares at $0.27 per share, based on the closing price of the
         Company's common stock on the date of issuance. The Company amortized
         the total value of $270,000 over the one year term of the contract. At
         December 31, 2002, $225,000 has been recorded as deferred compensation
         and $45,000 has been expensed for the year ended December 31, 2002. The
         deferred amount of $225,000 was expensed for the year ended December
         31, 2003.

         In April 2002, the Company entered into an agreement with foreign
         investors (the "Investors"), pursuant to which the Investors purchased
         for $500,000 a three (3) year option to buy up to 50,000,000 shares of
         the Company's common stock at an exercise price of $.04 per share. This
         amount was recorded to additional paid-in capital as of December 31,
         2002

         In March 2002, the Company engaged Kensington Capital Corp
         ("Kensington") pursuant to an investment and merchant banking contract
         on a non-exclusive basis until August, 2003. Pursuant to this
         agreement, in April 2002, the Company issued Kensington 1,700,000
         shares of its restricted common stock as partial consideration for its
         consulting services. In connection with this, a charge to operations of
         $170,000 was recorded based on the then market value of the common
         stock.

         On January 14, 2002, the Company issued 10,000,000 shares of common
         stock to Pacific and Orient Investments Ltd, pursuant to an asset
         purchase agreement of the same date in connection with the acquisition
         of the assets and infrastructure of Streamcom Pty Ltd. This resulted in
         an increase in additional paid-in capital of $47,185 for the year ended
         December 31, 2002.

         2002 RELATED PARTY TRANSACTIONS
         -------------------------------

         In November, 2002, the Board of Directors of the Company approved the
         issuance of 2,600,000 shares of common stock at $0.10 per share to
         Perfect Optical Corporation ("Perfect"), in a private placement with
         Perfect, in exchange for the cancellation of approximately $260,000 of
         indebtedness owed to Perfect. This indebtedness had been assigned to
         Perfect by Ledger Technologies Pty. Ltd. ("Ledger") in exchange for the
         cancellation of a like amount of indebtedness owed by Ledger to
         Perfect. Ledger is beneficially owned by Levi Mochkin a director of
         Avenue Energy and a former Chief Executive Officer of the Company and
         an affiliate of the Company.

         On November 4, 2002, in an effort to further reduce the Company's
         outstanding indebtedness, the Board of Directors of the Company
         approved the issuance of an aggregate amount of 3,915,850 shares of
         common stock at $0.10 per share in a private placement to Cohero Group
         Inc. ("Cohero"), in exchange for an aggregate of $391,586 of
         indebtedness owed by the Company as follows:

         (i)      an amount of $152,085 previously owing to Ledger, which Ledger
                  had assigned to Cohero for the cancellation of a like amount
                  of obligations owed by Ledger to it; As of November 2002, this
                  debt has been cancelled;

                                      F-21
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         (ii)     an amount of $119,642 previously owing by Stampville to
                  Sunswipe Pty Ltd, ("Sunswipe") an affiliate of Levi Mochkin.
                  Sunswipe had assigned this amount to Cohero in exchange for
                  Cohero's cancellation of a like amount of obligations owed by
                  Sunswipe to it; and

         (iii)    an amount of $119,859 previously owing by VideoDome to
                  Sunswipe, which Sunswipe had assigned to Cohero in exchange
                  for Cohero's cancellation of a like amount of obligations owed
                  by Sunswipe to it.

         Cohero is beneficially owned by Mendel Mochkin, a brother of Levi
         Mochkin. Mendel and Levi Mochkin disclaim beneficial ownership over the
         shares of the Company's common stock owned by each other and their
         affiliates.

         (C) CONVERTIBLE NOTES
         ---------------------

         On April 15, 2003, the Company entered into a purchase agreement with
         an accredited investor, for the sale of a $1.3 million principal amount
         of one year convertible notes bearing interest at a rate of 3.5%, in a
         private placement, to assist with the financing of drilling operations
         in Turkey. The purchase agreement was amended on September 15, 2003;
         pursuant to which the purchaser funded the balance due under the
         agreement and cancelled the original $1,300,000 of notes issued to him
         in return for a new $1.3 million convertible note which was immediately
         convertible into the Company's restricted common stock at a price of
         $0.15 per share. Shortly after receipt of the new convertible note the
         purchaser converted the entire principal amount thereof at $0.15 per
         share into 8,666,667 shares of the Company's restricted common stock.

         The convertible note contained a beneficial conversion feature computed
         at its intrinsic value that is the difference between the conversion
         price and the fair market value of the Company's common stock as
         determined by the closing market price on the note issuance date,
         multiplied by the number of shares into which the debt is convertible.
         Since the beneficial conversion feature was to be settled by issuing
         equity, the amount attributed to the beneficial conversion feature,
         which was limited to the face amount of the note of $1,300,000, was
         recorded in September 2003 as interest expense and additional paid-in
         capital on the issuance date.

NOTE 10  STOCK OPTIONS AND OTHER AGREEMENTS
-------  ----------------------------------

         (A) STOCK OPTIONS
         -----------------

         In April 2000, the Company's Board of Directors authorized the issuance
         of up to 8,250,000 shares of common stock in connection with the
         Company's Stock Option Plan (the "Plan"). The Plan became effective on
         February 14, 2001 in connection with the Company's effective
         registration statement on Form SB-2. On December 24, 2002, stockholders
         approved an amendment to the Plan, enabling the Board as currently
         configured without non-employee directors to grant options under the
         Plan and to increase the number of shares authorized for grant from
         8,250,000 to 15,000,000. The Company intends to grant options under the
         Plan to officers, directors, employees and consultants of the Company.

                                      F-22
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         The Company's stock option plan is subject to the provisions of SFAS No
         123, Accounting for Stock-Based Compensation. Under the provisions of
         this standard, employee and director stock-based compensation expense
         is measured using either the intrinsic-value method as prescribed by
         APB Opinion No. 25, Accounting for Stock Issued to Employees and
         related Interpretations, or the fair value method described in SFAS No.
         123. The Company has elected to account for its employee and director
         stock-based awards under the provisions of APB Opinion No. 25. Under
         APB Opinion No. 25, compensation cost for stock options is measured as
         the excess, if any, of the fair value of the underlying common stock on
         the date of grant over the exercise price of the stock option.

         In December 2003, 150,000 options were granted under the Plan to Daniel
         Aharonoff, the Company's Executive Vice President of Information
         Technology and immediate past President. These options vest at various
         intervals through 2005 and are conditioned upon Mr. Aharonoff's
         continued employment with the Company. The options are exercisable at
         $0.25 per share and 30,000 options have vested with Mr. Aharonoff as of
         December 31, 2003. In connection with the grant, the Company expensed
         the vested intrinsic value of $4,200 for the year ended December 31,
         2003 and deferred $16,800 for the unvested portion.

         On September 12, 2002, pursuant to the authorization of the Board of
         Directors, the Company granted its Chief Financial Officer, a
         three-year option to purchase 1,000,000 shares of common stock at $0.10
         per share. This option vested quarterly over twelve months. The ability
         to exercise these options is contingent upon the officer's continued
         employment with the Company. This option was granted outside of the
         Plan. In connection with the grant, the Company expensed the vested
         intrinsic value of $70,000 and $30,052 in the years ended December 31,
         2003 and 2002, respectively.


                                      F-23
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


The fair value of options granted to employees during the years ended December
31, 2003 and 2002 was estimated on the date of grant, using the Black-Scholes
pricing model with the following assumptions:
<TABLE>
<CAPTION>

                                                                       2003               2002
                                                                  ---------------     --------------
<S>                                                                   <C>                <C>
    Weighted average of expected risk-free interest rates             3.00%              4.50%
    Expected years from vest date to exercise date                    2 - 3              2 - 3
    Expected stock volatility                                           59%                83%
    Expected dividend yield                                              0%                 0%
</TABLE>

The following table is a summary of employee stock option transactions as of
December 31:
<TABLE>
<CAPTION>

                                                        2003                                     2002
                                         ------------------------------------     -----------------------------------
                                                                  Weighted                               Weighted
                                                                  Average                            Average Exercise
    Activity                                Options            Exercise Price         Options              Price
    ---------------------------------    ---------------      -----------------     -------------    ------------------
<S>                                          <C>                        <C>                                     <C>
    Outstanding at January 1                 1,000,000                  $0.10               --                  $0.00
    Options granted                            150,000                   0.25         1,000,000                  0.10
    Options exercised                              -                     -                 -                     -
    Options forfeited                              -                     -                 -                     -
                                         -------------        ---------------       -----------      ----------------
    Balance at December 31                    1,150,00                  $0.12         1,000,000                 $0.10
                                         =============        ===============       ===========      ================
</TABLE>


At December 31, 2003, outstanding stock options awarded to Company employees
totaled 1,150,000 options, of which 1,030,000 options were vested and
exercisable, with the remaining 120,000 options vesting quarterly (30,000 per
quarter) through February 15, 2005. The following table summarizes information
about outstanding employee stock options at December 31, 2003:
<TABLE>
<CAPTION>

                                        Options Outstanding                               Options Exercisable
                        -----------------------------------------------------     ------------------------------------
                                                                 Weighted
                                              Weighted           Average                                 Weighted
     Range of                                 Average           Remaining                                Average
  Exercise Prices           Number            Exercise         Contractual            Number             Exercise
                          Outstanding          Price               Life            Exercisable            Price
--------------------    ----------------    -------------     ---------------     ---------------    -----------------
<S>                           <C>                  <C>                  <C>            <C>                     <C>
     $0.05 - $0.125           1,000,000            $0.10                1.75           1,000,000               $0.100
     $0.13 - $0.25              150,000            $0.25                2.92              30,000               $0.250
                         --------------      -----------       -------------       -------------      ---------------
                              1,150,000            $0.12                1.90           1,030,000               $0.104
                        ===============     ============      ==============      ==============     ================
</TABLE>

During the years ended December 31, 2002 and 2001, the Company granted a total
of 1,250,000 stock options, pursuant to various agreements, to Robert Petty, a
former President and Chief Executive Officer of the Company. These options,
which were granted outside of the Option Plan, are exercisable at $0.10 per
share with 1,000,000 options expiring in July 2002 and 250,000 options expiring
in April 2004. In July 2002, 1,000,000 options were exercised for $100,000,
resulting in the issuance of 1,000,000 shares of common stock.

                                      F-24
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


In June 30, 2002, the Company issued call option to two prospective investors to
purchase 50,000,000 shares of the Company's common stock in a private placement
at $.05 per share. The option is for 3 years and expires in June 2005. The
premium for the option was $500,000. As of December 31, 2003 this option has not
been exercised.

(B) OTHER AGREEMENTS
--------------------

On September 1, 2002, pursuant to the authorization of the Board of Directors,
the Company entered into a three year non-exclusive employment agreement with
Jonathan Herzog, its Executive Vice President, pursuant to which Mr. Herzog has
been engaged on a part-time basis and receives a base salary of $6,000 per month
("Base Salary"), which is subject to an upward adjustment to a maximum of $9,000
per month in the event Mr. Herzog's services on behalf of the Company require an
increased time commitment during any month. The employment agreement also
provides for severance pay, upon termination without cause, not to exceed the
lesser of the Base Salary due for the remainder of the term or eighteen month's
Base Salary.

On November 11, 2002 the Company's subsidiary, Avenue Energy entered into a two-
year non-exclusive consulting agreement, effective as of October 15, 2002, with
Dormley Pty Ltd an entity controlled by Dr. Jaap Poll, to provide Dr. Poll's
services on a part-time basis to Avenue Energy as its Director of Exploration.
Also see Note 1. Pursuant to the terms of the Consulting Agreement, Dormley is
to be compensated at a rate of $6,800 per month in fees, plus $1,000 per month
as reimbursement for its office expenses. The consulting agreement also provides
for severance pay upon termination without cause, equal to: (i) six months of
fees in the event Avenue Energy ceases to be in the oil and gas exploration and
development business or (ii) twelve months of fees for any other reason.

Effective as of January 1, 2003, the Company through its subsidiary Avenue
Energy engaged the services of Ledger Holdings Pty Ltd, of which Levi Mochkin is
a Director, on a month-to-month basis as a consultant to Avenue Energy pursuant
to which Mr. Mochkin served as Avenue Energy's Director of Operations.
Subsequently in October 2003, Mr. Mochkin was appointed as the Company's
President and Chief Executive Officer. Ledger is compensated at a rate of
$10,000 per month in fees, plus $2,000 per month in the form a discretionary
expense allowance.

                                      F-25
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


NOTE 11  SEGMENTS
-------  --------

         The Company operates in three segments, including investments in oil
         and gas, digital media and e-commerce. See Note 1 for further
         description.
<TABLE>
<CAPTION>
                                                                                Ave Group & IT
                                                                                Tech Australia
                                       Ave Energy     Stampville    Videodome     Australia
                                       Oil & Gas)    (E-Commerce) (Digital Media Corporate     Consolidate
                                        ---------        -----      -------      ---------      ---------
<S>                                   <C>            <C>          <C>          <C>            <C>
         December 31, 2003
         -----------------
            Revenues, net             $   157,682    $  31,442    $ 281,352    $        --    $   470,476
            Operating income (loss)    (2,079,763)       3,339       33,669     (1,350,737)    (3,393,492)
            Depreciation and
              amortization                    236           --        9,576         10,477         20,289
            Interest expense, net              --           --           --      1,301,697      1,301,697
            Capital expenditures        3,054,784           --       11,133          6,154      3,072,071
            Total assets                3,722,082        1,790      101,877      2,218,396      6,044,145
                                        ---------        -----      -------      ---------      ---------

         December 31, 2002
         -----------------
            Revenues, net             $        --    $  33,853    $  90,014    $        --    $   123,867
            Operating (loss)              (24,435)    (121,822)    (149,822)      (994,048)    (1,290,127)
            Depreciation and
             amortization                      33       76,293        8,569         11,105         96,000
            Interest expense, net              --       28,171       11,425         44,383         83,979
            Capital expenditures        1,609,500           --           --          4,857      1,614,357
            Total assets                2,110,646        3,284       56,976      2,221,479      4,392,385
</TABLE>

NOTE 12  SUBSEQUENT EVENTS
-------  -----------------

         A. EXERCISE OF ALL OTHER LICENSES AND LEASES OPTION IN TURKEY
         -------------------------------------------------------------

         In January, 2004, Avenue Energy entered into new joint operating and
         related agreements ("the Agreements") with Aladdin Middle East Ltd and
         its affiliates (AME) covering drilling and production operations in the
         Karakilise license and 25 other exploration and production licenses and
         leases in Turkey (the "Additional Licenses"). Under the Agreements,
         Avenue currently holds a 50% participating interest in the Karakilise
         and Additional Licenses subject to a 7.5% overriding royalty interest
         (excluding governmental royalties) in favor of Ersan Petrol Sanayii
         A.S., an affiliate of the Sayer Group, and this now incorporates the
         previous 10% interest in the leases and licenses that was formally held
         by Middle East Petroleum Services Limited

         Whilst Avenue Energy originally exercised the option over the
         Additional Licenses in November 2003, it only completed the necessary
         agreements to effectuate this exercise and to complete this transaction
         in January. Together with the completion of the transaction and the
         Agreements, in January 2004, Avenue Energy made the payment to AME of a
         required one-time contribution towards past costs of $315,000 and will
         be required to pay ongoing monthly administration fees covering
         exploration license and production lease rentals and filings. Avenue
         Energy opted not to exercise its option with regard to AME's remaining
         interests in several other exploration licenses, which were the subject
         of a farmout agreement with a third party. Under the Agreements, the
         parties have also agreed that Avenue Energy, at its discretion may
         elect to change its interest in any future wells from 50% to no less
         than 25%; provided that, if it chooses to reduce its participation in
         any well, its ongoing interest in the subsequent development at that
         particular license will also be reduced to the percentage previously
         selected by it.


                                      F-26
<PAGE>

                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002


         B. KARAKILISE
         -------------

         In February 2004, Avenue Energy notified AME, the operator of the
         Karakilise oil field and the Karakilise Licenses, that pursuant to its
         new Participation Agreement with AME, it would maintain a 50% interest
         in the drilling of the Karakilise-2 oil appraisal well. The well was
         scheduled to commence drilling by the middle of March 2004, though the
         operator has now advised that this has now been delayed till mid April
         2004. Avenue's 50% share of the turnkey drilling costs of the
         Karakilise-2 well will be approximately US$1.5 million of which 50% was
         paid in February 2004, with the balance payable upon AME reaching
         certain drilling objectives in the well together with a 50% share of
         completion costs in the event of the well being completed as a further
         producer on the field.

         Additionally, in March 2004, Avenue Energy was notified by the operator
         of the Karakilise-1 well, that an additional investment into the joint
         venture for infrastructure relating to the Karakilise field of
         approximately $484,000 above and beyond what has been contributed to
         date would be required. This includes additional road reinforcement,
         electrification, various other field expenses and the costs of various
         workover operations conducted since the well was discovered in
         September 2003. Avenue Energy is currently in discussions with the
         operator regarding the amount of the investment and the nature of the
         stated workover operations and anticipates that it will reach an
         agreement for the final amount of its required investment to be paid
         from its distributions of revenues from the Karakilise-1 well.

         On March 22, 2004 Aladdin Middle East informed Avenue Energy that the
         drilling of the Karakilise-2 well was delayed from the proposed spud
         date of March 13, 2004 as a result of litigation filed by a landowner
         over rights to utilize the drill site and a related expropriation
         proceeding filed by Aladdin Middle East to clear title for the
         Karakilise-2 drill site. We have been advised by Aladdin Middle East
         that they anticipate that the government will grant an additional six
         month extension (through September 13, 2004) for the spudding of the
         Karakilise-2 well pending the resolution of the aforementioned matters
         in Turkey. Aladdin Middle East has also advised us that it is currently
         seeking to resolve this dispute through negotiations with the landlord
         or through expropriation proceeding which it has initiated.

         C. OFFICE RELOCATION AND LEASE
         ------------------------------

         In March 2004, the Company moved into new offices at the Gelb Plaza
         located at 17547 Ventura Boulevard, (Suite 305) in Encino, California
         91316. The Company signed a new one year lease covering office space of
         approximately 1425 square feet at a rate of $2,636 per month with an
         option to renew the lease for an additional year thereafter. The
         Company also continues to maintain its offices in Melbourne, Australia
         and Avenue Energy's branch office in Ankara, Turkey. The Company is
         currently in the process of renewing its office lease in Melbourne,
         Australia for at least 12 more months at an annual rent of
         approximately $34,000.

         D. EMPLOYMENT CONTRACT
         ----------------------

         In March 2004, the Company entered into a three year part-time, non
         exclusive employment agreement with an individual pursuant to which the
         individual agreed to provide the Company with financial, capital
         markets, strategic planning, public relations, investor relations,
         general business management and corporate financial services in Canada.
         Compensation for services under the employment agreement is from the
         grant of stock options to the individual in March 2004 to purchase
         6,750,000 shares of common stock at $.15 per share. Of the total
         options granted, 2,250,000 were granted pursuant to the Company's 2000
         Stock Option Plan and 4,500,000 are granted outside of the Plan.



                                      F-27



<PAGE>

                                  EXHIBIT INDEX


         (a) Exhibits

         3.1 Certificate of Incorporation of the Registrant, Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2
dated February 14, 2000, Commission File No. 333-30364.

         3.2 By-laws of the Registrant. Incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form SB-2 dated February 14, 2000,
Commission File No. 333-30364.

         3.3 Amendment to Certificate of Incorporation, incorporated by
reference to Exhibit 1 to the Company's Form 8-K Report, dated December 27,
2000, Commission File No. 30-543.

         3.4 Amendment to the Company's By-laws adopted November 6, 2000,

         incorporated by reference to Exhibit 3.4 of the Company's 10K-SB for
the year ending December 31, 2000 dated March 28, 2001.

         3.5 Amendment to the Company's By-laws adopted November 8, 2001
incorporated by reference to Exhibit 3.5 of the Company's 10Q-SB for quarter
ended September 30, 2001 dated November 21, 2001.

         3.6 Amendment to the Corporation's bylaws dated June 25, 2002,
incorporated by reference to Exhibit 3.6 to the Company's 10QSB dated August 12,
2002. Commission File No. 000-30-543.

         10.4 Suppliers' Agreement between Stampville.Com Inc. and Inter
Governmental Philatelic Corporation dated December 1, 1999, incorporated by
reference to Exhibit 10.4 to the Company's Registration Statement on Form SB-2
dated February 14, 2000, Commission File No. 333-30364.

         10.6(a) The Company's 2000 Stock Option Plan, incorporated by reference
to Exhibit 10.6a of the Company's 10K-SB for the year ending December 31, 2000
dated March 28, 2001.

         10.7(a) Amended and Restated Stock Option Agreement between Bickhams
Capital, Inc. and VideoDome.Com Networks, Inc.- October 31, 2000, incorporated
by reference to Exhibit 10.7(a) to Post-Effective Amendment No. 1 dated December
13, 2000 to the Company's Registration Statement on Form SB-2, Commission File
No. 333-30364.

         10.7(b) Shareholders Agreement between VideoDome.com Networks, Inc. and
Bickhams Media, Inc. dated July 2, 2001 incorporated by reference to Exhibit 2
to the Company's Form 8-K Report dated July 24, 2001.

         10.8(a) Form of Registration Rights Agreement dated October 16, 2002
between I.T. Technology and named Shareholders, incorporated by reference to
Exhibit 10.8 to the Company's Form 8K dated October 17, 2002. Commission File
No. 333-30364.

         10.8(b) Registration Rights Agreement dated November 1, 2002 by and
between I.T. Technology, Inc. and Perfect Optical Corporation, incorporated by
reference to Exhibit 10.8(b) to the Company's Form 10-KSB dated December 31,
2002. Commission File No. 000-30-543.

         10.8(c) Registration Rights Agreement dated November 2002 by and
between I.T. Technology, Inc. and Cohero Group, incorporated by reference to
Exhibit 10.8(c) to the Company's Form 10-KSB dated December 31, 2002. Commission
File No. 000-30-543.

         10.9(e) Partial Loan Satisfaction notice dated November, 2002 by and
between Ledger Technologies, Inc. and I.T. Technology, Inc, incorporated by
reference to Exhibit 10.9(e) to the Company's Form 10-KSB dated December 31,
2002. Commission File No. 000-30-543.
<PAGE>

         10.9(f) Assignment and Assumption Agreement dated November 1, 2002 by
and between Ledger Technologies and Perfect Optical, incorporated by reference
to Exhibit 10.9(f) to the Company's Form 10-KSB dated December 31, 2002.
Commission File No. 000-30-543.

         10.9(g) Loan Satisfaction Agreement dated November 1, 2002 by and
between Perfect Optical Corporation and I.T. Technology, Inc, incorporated by
reference to Exhibit 10.9(g) to the Company's Form 10-KSB dated December 31,
2002. Commission File No. 000-30-543.

         10.9(h) Assignment and Assumption Agreement dated November 1, 2002 by
and between Ledger Technologies, Pty Ltd and Cohero Group, Inc (on behalf of
I.T. Technology, Inc.), incorporated by reference to Exhibit 10.9(h) to the
Company's Form 10-KSB dated December 31, 2002. Commission File No. 000-30-543.

         10.9(i) Assignment and Assumption Agreement dated November 1, 2002 by
and between Sunswipe Australasia Pty Ltd and Cohero Group, Inc. (in re VideoDome
Networks, Inc.), incorporated by reference to Exhibit 10.9(i) to the Company's
Form 10-KSB dated December 31, 2002. Commission File No. 000-30-543.

         10.9(j) Assignment and Assumption Agreement dated November 1, 2002 by
and between Sunswipe Australasia Pty Ltd and Cohero Group (in re Stampville),
incorporated by reference to Exhibit 10.9(j) to the Company's Form 10-KSB dated
December 31, 2002. Commission File No. 000-30-543.

         10.9(k) Assignment and Assumption Agreement dated November 4, 2002 by
and between I.T. Technology and Cohero Group, Inc. (in re VideoDome Networks,
Inc.), incorporated by reference to Exhibit 10.9(k) to the Company's Form 10-KSB
dated December 31, 2002. Commission File No. 000-30-543.

         10.9(l) Assignment and Assumption Agreement dated November 4, 2002 by
and between I.T. Technology, Inc. and Cohero Group, Inc. (in re Stampville),
incorporated by reference to Exhibit 10.9(l) to the Company's Form 10-KSB dated
December 31, 2002. Commission File No. 000-30-543.

         10.10(a) Partial Loan Satisfaction notice dated November 2002 by and
between Instanz Nominees Pty Ltd and I.T. Technology, Inc., incorporated by
reference to Exhibit 10.10(a) to the Company's Form 10-KSB dated December 31,
2002. Commission File No. 000-30-543.

         10.11 Option Agreement dated April, 2002 for the issuance of up to
50,000,000 shares, incorporated by reference to Exhibit 10.11 to the Company's
Form 10-KSB dated December 31, 2002. Commission File No. 000-30-543.

         10.17 Contract for Sale of Real Estate located at 34-36 Punt Road
Windsor Australia, incorporated by reference to Exhibit 10.17 to the Company's
Form 8K Report dated February 12, 2002. Commission File No. 333-30364.

         10.17(a) Agreement for Unconditional Contract of Sale and Rent Free
Period, incorporated by reference to Exhibit number 10.17(a) to the Company's
Form 8k Report dated February 12, 2002. Commission File No. 333-30364.

         10.18 Heads of Agreement dated October 25, 2001 to acquire assets of
VideoDome.com Networks, Inc., incorporated by reference to the Exhibit filed as
Exhibit 10.14 to the Company's Form 8-K Report dated November 8, 2001.

         10.21 Asset Purchase Agreement dated January 14, 2002, incorporated by
reference to Exhibit 10.21 of the Company's Form 10KSB dated April 10, 2002.
Commission File No. 000-30-543.

         10.22 Agreement dated April 30, 2002 by and between the Registrant,
Bickham's Media, Robert Petty, ROO Media and Petty Consulting, incorporated by
reference to Exhibit 10.22 of the Company's Form 8K Report dated May 2, 2002.
Commission File No. 333-30364.
<PAGE>

         10.23 Voting Trust and Irrevocable Proxy, incorporated by reference to
Exhibit 10.23 to the Company's Form 10QSB dated May 15, 2002. Commission File
No. 000-30-543.

         10.23(a) Lock-up Agreement, incorporated by reference to Exhibit 10.24
to the Company's Form 10QSB dated May 15, 2002. Commission File No. 000-30-543.

         10.24 Investment and Merchant Banking Consulting Agreement,
incorporated by reference to Exhibit 10.25 to the Company's Form 10QSB dated May
15, 2002. Commission File No. 000-30-543.

         10.25 Employment Agreement between I.T. Technology and Jonathan Herzog,
incorporated by reference to Exhibit 10.26 to the Company's Form 10QSB Report
dated September 30, 2002. Commission File No. 000-30-543.

         10.26 Investment and Merchant Banking Consulting Services dated
November 1, 2002 by and between I.T. Technology and Tecumseh Holdings,
incorporated by reference to Exhibit 10.26 to the Company's Form 10-KSB dated
December 31, 2002. Commission File No. 000-30-543.

         10.27 Stock Purchase Agreement dated November 11, 2002 by and between
the Avenue Energy,Inc., a Delaware corporation, Dormley Pty Ltd and Jacob Jan
Kornelis Poll, incorporated by reference to Exhibit 10.23 of the Company's Form
8k dated November 14, 2002. Commission File No. 333-30364.

         10.27(a) Consultancy Agreement dated November 11, 2002 by and between
Avenue Energy, Inc., a Delaware corporation, Dormley Pty Ltd and Jacob Jan
Kornelis Poll incorporated by reference to Exhibit 10.24 of the Company's Form
8k dated November 14, 2002. Commission File No. 333-30364.

         10.28 Option Agreement between I.T. Technology and Yam-Hin (Jim) Tan
dated September 12, 2002, incorporated by reference to Exhibit 10.25 of the
Company's Form 10QSB dated November 14, 2002. Commission File No. 000-30-543.

         10.29 Farmin Participation Agreement dated November 14, 2002,
incorporated by reference to Exhibit 10.27 of the Company's Form 8K filing dated
November 25, 2002. Commission File No. 333-30364.

         10.29(a) Agreement Amending Farmin & Participation Agreement dated
November 14, 2002 by and between Avenue Energy, Inc., Aladdin Middle East Ltd.,
Ersan Petrol Sanayii A.S., Tranmediterranean Oil Company Ltd., and Guney Yildizi
Petrol Uretim Sondaj Muteahhitlik ve Ticaret A.S., collectively referred to as
the Sayer Group Consortium and Middle East Petroleum Services Limited,
incorporated by reference to Exhibit 10.1 of the Company's Form 8K filing dated
January 6, 2003. Commission File No. 333-30364.

         10.29(b) Joint Operating Agreement dated December 20, 2002, by and
between Avenue Energy, Inc., Aladdin Middle East Ltd., Ersan Petrol Sanayii A.S
- License AR/AME - EPS 3462 GAZIANTEP, S.E. ANATOLIA, Republic of Turkey,
incorporated by reference to Exhibit 10.2 of the Company's Form 8K filing dated
January 6, 2003. Commission File No. 333-30364.

         10.30 Subscription Agreement covering $1.3 million in convertible notes
dated April 15, 2003, incorporated by reference to Exhibit 10.1 of the Company's
Form 10Q-SB dated June 30, 2003. Commission File No. 000-30-543.

         10.30(a) Convertible Note dated April 15, 2003, incorporated by
reference to Exhibit 10.1(a) of the Company's Form 10Q-SB dated June 30, 2003.
Commission File No. 000-30-543.

         10.31 Memorandum of Understanding between Aladdin Middle East, Ltd. and
Avenue Energy, Inc. dated May 22, 2003, incorporated by reference to Exhibit
10.1(a) of the Company's Form 10Q-SB dated June 30, 2003. Commission File No.
000-30-543.
<PAGE>

         10.32 Amended Subscription Agreement dated September 15, 2003 with
respect to the sale of a $1.3 million convertible note, incorporated by
reference to Exhibit 10.1 of the Company's Form 10Q-SB dated September 30, 2003.
Commission File No. 000-30-543.

         10.32(a) Convertible Note in the principal amount of $1.3 million dated
September 15, 2003, incorporated by reference to Exhibit 10.1(a) of the of the
Company's Form 10Q-SB dated September 30, 2003. Commission File No. 000-30-543.

         10.33 Employment Agreement by and between Avenue Energy, Inc. and
Steven Gordon dated March 8, 2004. *

         10.33(a) Option Agreement by and between Avenue Energy, Inc. and Steven
Gordon dated March 8, 2004. *

         10.33(b) Option Agreement by and between Avenue Energy, Inc. and Steven
Gordon dated March 8, 2004. *

         10.34 Loan agreement by and between Avenue Group, Inc. and Ledger
Technologies Pty, Ltd for an amount up to the sum of $750,000 dated January 23,
2004.*

         10.35 Lease Agreement by and between Gelb Enterprises and Avenue Group,
Inc. for the lease of Avenue Group Inc.'s principal executive offices at 17547
Ventura Boulevard, Encino, CA 91316 dated January 16, 2004, commencing on March
1, 2004.*

         10.36 Form Of Joint Operating Agreement Between Aladdin Middle East
Ltd., Ersan Petrol Sanayii A.S. and Avenue Energy, Inc. incorporated by
reference to Exhibit 99.2 of the Company's Form 8-K dated January 2, 2004.
Commission File No. 000-30543.

         10.37 Participation Agreement Between The Sayer Group Consortium and
Avenue Energy, Inc. and Middle East Petroleum Services Limited dated January 22,
2004 (supercedes and corrects the Participation Agreement filed as Exhibit 99.3
to the Company's Form 8-K dated January 2, 2004).*

         14. Code of Ethics For Principal Executive Officers And Senior
Financial Officers. *

         21. List of Subsidiaries as at December 31, 2003.*

         31.1 Certification of Levi Mochkin, Chief Executive Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*

         31.2 Certification of Yam-Hin Tan, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*

         32.1 Certification of Levi Mochkin, Chief Executive Officer, pursuant
to Section 906 of Sarbanes-Oxley Act of 2002.*

         32.2 Certification of Yam-Hin Tan, Chief Financial Officer, pursuant to
Section 906 of Sarbanes-Oxley Act of 2002.*

         *Filed herewith