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, 2002

     [ ] 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.)

            15303 Ventura Boulevard, Suite 900 Sherman Oaks, CA 91403
              (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (818) 380-3020

           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. [X]

The Registrant's revenues for the year ended December 31, 2002 were $123,867.

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 15, 2003 was
$38,958,861. There were 176,492,503 outstanding shares of common stock as of
March 15, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE
                            PART IV AND EXHIBITS LIST

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                                     PART I

                                     ITEM 1

BUSINESS

THIS ANNUAL REPORT ON FORM 10-K 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 10K-SB.


GENERAL

THE COMPANY
Avenue Group, Inc. was incorporated in Delaware on February 2, 1999. The Company
is 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%
interest 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 recently 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 references 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 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 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 is discussed in detail in
the "Business Strategy - Avenue Energy" section of this document. Avenue Energy
has entered into agreements with the Sayer Group, experienced oil and gas
exploration and operating professionals in Turkey. Pursuant to these agreements,
we currently have a 45% interest in a well being drilled by the Sayer Group in
Turkey and options to acquire similar interests in up to 32 other oil and gas
properties in Turkey as well as an option in future exploration and production
licenses acquired by the Sayer Group, provided we are an active right 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.

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 Media is a development stage
enterprise that aggregates and distributes online digital media content. Their
website is located at www.roomedia.com.

We are a development stage enterprise with limited sales. Our activities through
the fourth quarter 2002 were principally devoted to raising capital,
incorporation and commencement of operations of Avenue Energy, acquiring equity
interests in Stampville, VideoDome, ROO and the assets and business
infrastructure of Streamcom Pty Ltd. In July 2002, we relocated our principal
offices to California. The Company maintains an office in Melbourne, Australia.

The executive offices of the Company are located at 15303 Ventura Boulevard, 9th
Floor in Sherman Oaks, California 91403 and the telephone number is 818-380-3020
(facsimile 818-380-3021). 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 10K-SB, 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.

The Company was formed in 1999 and we have a limited operating history. In
addition, Stampville, ROO, VideoDome and Avenue Energy are also recently formed
and have limited operating histories or, in the case of Avenue Energy, no
operating history. Our businesses have never operated profitably and we do not
foresee its 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, if applicable, as well as the ongoing working
capital requirements of our businesses and operations. Currently, we do not own
or hold any rights with respect to any productive oil and gas properties. 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 that we will acquire Anzoil (Thailand)
Pty Ltd ("AT") shareholder approval or the AT shares with attendant 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 45% participation we have in the Tosun-1 well and license or any
of the other rights in wells we may acquire from the Sayer Group 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.
Unless the Tosun-1 well produces oil and/or gas and operates profitably, we will
need additional capital to fulfill our share of the exploration and drilling
obligations of AT in 2003 with respect to its initial well(s) and to exercise
our options with respect to the Karakilise-1 well and the Kahta Field from the
Sayer Group in Turkey. In addition it is likely that we will need significant
amounts of additional capital in order for us to fully implement the exploration
and drilling programs for AT in the Gulf of Thailand and to fully exercise our
option with respect to the remaining oil and gas drilling leases and licenses
held by the Sayer Group in Turkey. The amount of additional capital required
will depend on timing of and the nature of the success, if any, of the wells
previously drilled.

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.

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 may be 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 exercise of options
on various oil and gas interests available under the Farmin Participation
Agreement; our share of the exploration, drilling and operating expenses with
respect to AT; the funding of the acquisition of additional oil and gas
properties and the ongoing working capital requirements of our businesses and
operations. Unless one or more of the wells drilled by AT in the Gulf of
Thailand or with respect to the acquired Sayer Group rights in Turkey produces
oil and/or gas and operates profitably, we will need significant amounts of
additional capital to provide our share of the funding necessary to fully
implement the exploration and drilling programs for AT, in the event our
acquisition of its shares is consummated, or any of the remaining oil and gas
leases or licenses held by the Sayer Group in Turkey where we have an option to
acquire an interest.

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We may also 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 Tosun-1 well. We
may need to raise additional capital to exercise options necessary in order to
maintain our interest in on the other rights which we have acquired from the
Sayer Group, to finance our share of the AT obligations with respect to wells
being drilled by them in the Gulf of Thailand and to meet our working capital
requirements.

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. Although we
intend to appoint independent outside directors to our Board 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.

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

We rely on management to make all of our business decisions. We would be
seriously affected if Jim Tan, Daniel Aharonoff, Jonathan Herzog, Jaap Poll,
Avenue Energy's Director of Exploration, and Levi Mochkin, Director of
Operations of Avenue Energy or other key personnel become 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.

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, REGISTERED COPYRIGHTS.

All of our software was acquired from third parties. Avenue Group, Stampville,
nor VideoDome has registered copyrights on any software. We rely upon
confidentiality agreements signed by our employees. Stampville has 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 obtaining a sufficient amount of working capital, VideoDome plans
to investigate the cost of filing one or several 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 file and/or successfully complete their respective trademark and
patent applications. In the event Stampville or VideoDome fails to complete
their respective trademark or patent applications, they may suffer the risk of
having competing companies making 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.

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 issue
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 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 affected company's business, financial condition and
results of operations.

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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 the IGPC Agreement providing for additional services were terminated on
December 1, 2002 pursuant to a notice from IGPC. The remaining terms of the IGPC
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 will compete 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 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.

POLITICAL INSTABILITY MAY ADVERSELY AFFECT AVENUE ENERGY'S OIL AND GAS
EXPLORATION, DEVELOPMENT PROJECTS, PRODUCTION, OPERATIONS AND EARNINGS.

Avenue Energy's oil and gas exploration, development projects, production,
operations and earnings may be adversely affected from time to time in varying
degree by political instability and by other political developments, 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 are located principally
near the border of Turkey and Syria and given the current situation in the
Middle East, may be subject to increased instability and risks.

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 patters 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.

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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
Tosun-1 well or the other wells in which we may acquire an interest in Turkey or
AT's planned drilling operations 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. Except for options exercisable under
certain circumstances to fund the work over of up to 5 existing wells and
drilling of up to 3 new wells in the Kahta Field in Turkey, no proven reserves
have been located at the Tosun-1 well or any of the other the oil and gas leases
where we have options to purchase interests from the Sayer Group or in the oil
and gas exploration rights leased by AT in the Gulf of Thailand. 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.

In connection with the potential acquisition of the shares of AT and our
acquisition of the options to acquire interests in oil and gas leases and
licenses from the Sayer Group, we are seeking to acquire from third parties
rights and interests to oil and gas licenses, leases and properties. Since we do
not own any other oil and gas rights or properties, 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
revenues from one or more of the initial wells drilled 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 A MATERIAL ADVERSE.

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 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 176,492,503 shares of our common stock outstanding as of March 15, 2003
only approximately 6,324,000 were freely tradable in the public marketplace. The
Company and/or selling shareholders from recent private placements intend to
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 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


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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 UNDER RECENTLY PROPOSED SEC RULES
WHICH WILL REQUIRE THAT WE ADD ONE OR MORE INDEPENDENT DIRECTORS TO OUR BOARD TO
SERVE ON THE AUDIT COMMITTEE IN ORDER FOR OUR STOCK TO BE ELIGIBLE FOR TRADING
ON A NATIONAL MARKET INCLUDING NASDAQ'S PROPOSED BBX.

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 in 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 SEC has proposed new rules requiring each listed company to elect
independent board member(s) to act as an audit committee for the Company. This
rule will apply to all companies listed on national exchanges, including the
proposed BBX. Although the Company currently trades on the OTC Bulletin Board,
the Bulletin Board is expected to be replaced by the BBX sometime in 2003. We
intend to submit an application for registration and listing on the BBX, in
which case, we would be required to meet the SEC requirements relating to an
audit committee prior to listing with the BBX. In the event we are unable to
meet the proposed BBX listing requirements it may result in our inability to
qualify for listing on a national or regional exchange, NASDAQ or BBX.

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 15, 2003, 176,492,503 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
45.8% 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 or earlier termination of this lock-up period, the shares owned
by these persons 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. In addition,
Instanz Nominees Pty Ltd, a holder of 18,500,000 shares may sell these shares
into the public market subject to the volume and timing restrictions of Rule 144
promulgated under the Securities Act. There are also approximately 44 million
shares of common stock which have been sold in private placements during the
past two years that may become available for sale in the public marketplace
pursuant to Rule 144 on or before February 2005. There is also an outstanding
option to purchase up to 50,000,000 shares of our common stock at $.04 per
share, which will expire 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 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 very 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.

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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, which 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

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 though our 25%
interest 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 recently 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. We are a development stage enterprise with limited
sales. Our activities during 2002 were principally devoted to raising capital,
incorporation and commencement of operations at Avenue Energy, acquiring equity
interests in Stampville, VideoDome, ROO Media and the assets and business
infrastructure of Streamcom Pty Ltd. In July 2002, we relocated our principal
offices to California, however, we still maintain an office Melbourne Australia.

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 development stage enterprise
that aggregates and distributes online digital media content. ROO Media's web
site is located at www.roomedia.com.

In April 2002, our common stock commenced trading on the NASDAQ OTC Bulletin
Board under the symbol ITTE (now trading under the symbol AVNU due to our name
change). We subsequently entered into an agreement with foreign investors
pursuant to which the Investors purchased for $500,000, a three-year option to
buy up to 50,000,000 shares of our common stock at an exercise price of $0.04
per share. In October 2002 we were listed on the third market segment of the
Frankfurt Stock Exchange under the symbol ITQ.

Due to changes in the marketplace and the economic environment, 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.

In October of 2002, we completed a private placement of 10,250,000 shares of our
common stock for proceeds of $1.025 million dollars. S.B. Cantor and Co., Inc.
("Cantor") acted as the exclusive placement agent for the Company in connection
with the offering and received a $60,000 fee in connection therewith.

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 11, 2002, Avenue Energy entered into a Stock Purchase Agreement with
a company controlled by Dr. Jaap Poll, to acquire up to 36% of the outstanding
capital stock of Anzoil (Thailand) Pty Ltd ("AT"). AT'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) approximately $1.8 million in
cash. The consummation of the AT shares is subject to the approval of the
government of Thailand and requires approval of AT shareholders and there can be
no certainty that such approval will be forthcoming. We currently anticipate
that our purchase of the AT shares will be consummated in April or May of 2003.
The AT Stock Purchase Agreement is discussed in the "Business" section of this
document.

                                       8
<PAGE>

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 which Avenue Energy acquired an option that allows us to participate
in and acquire a 45% working interest in up to 31 exploration licenses and 2
production leases held by the Sayer Group in Turkey. Pursuant to these
agreements, we currently have a 45% interest in a well being drilled by the
Sayer Group in Turkey and options to acquire similar interests in up to 32 other
oil and gas properties in Turkey as well as an option in future exploration and
production licenses acquired by 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.

For further details of this transaction is further discussed in the Business
Strategy - Avenue Energy section of this document.

In addition to the proceeds from private placements, we anticipate requiring
significant additional capital to fund these activities in 2003. In connection
with the foregoing, we expect to file with the Securities and Exchange
Commission, a registration statement covering our offer and sale of additional
shares of common stock. 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.

                               INDUSTRY BACKGROUND

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 originally installed
using UNIX-based computers, a development of AT&T, a telephone company, which
had very sophisticated communications capabilities for its time. At first,
although the Internet served the objectives of the United States Department of
Defense, others looked it upon as awkward due to its arcane commands and
inaccessibility to persons without specific technical training. This hampered
its growth for a considerable period of time.

A key breakthrough to the accessibility of the Internet occurred with the
development of the communications transport protocol "TCP/IP," which made it
possible for each Internet computer to pass on packets of information to
different types of computers without using a switchboard. Using TCP/IP, any
computer can link onto the Internet and its conglomeration of networks for a
cost that is fundamentally lower than, and structured differently from, the cost
of linking onto stand-alone networks.

Communication on the Internet occurs primarily between a client and a server, or
so-called host computers. The client computer initiates a request for
information or other activity and the server computer responds to, or serves,
that request. Furthermore, server computers run specialized software
specifically designed to provide a variety of services to client computers.
Notably, many host computers operate as mail servers or file servers that enable
the downloading or transferring of files. The Internet has historically been
used by academic institutions, defense contractors and government agencies
primarily for remote access to host computers and for sending and receiving
electronic mail and has traditionally been 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. In addition, according to industry market research, as far
back as October 1994 the number of commercial domains on the Internet surpassed
the number of educational domains.

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. Electronic documents are published on web servers in
a common format described by Hyper Text Mark-up Language, or HTML, which is a
series of tags or codes added to a text document to format a document or add
links to other documents. Web client software can retrieve


                                       9
<PAGE>

these documents across the Internet by making requests using a standard protocol
called HyperText Transfer Protocol, or HTTP. Browsers and HTML are an essential
part of the success of the Internet and the continuing growth in the number of
users. Browsers allow a user to wander around the Internet with relative ease
while HTML allows the exhibitor of a web page to navigate to either some other
page at that particular The web site or to a relevant page at another web site.
The introduction of commercial web pages introduced a new and substantial
opportunity for users of the Internet.

The proliferation of web users has created significant demand for software to
enable Internet servers and private servers on corporate networks to function as
web sites, which are used by content providers to offer their products and
services on the Internet and to publish confidential company information to
employees inside the enterprise. In March 2003, IDC published a report that
Internet usage will rise from 180 petabits in 2002 to a predicted 5.17 petabits
by 2007.

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 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.

The Internet also provides e-commerce companies with an opportunity to serve a
global market. Online operators have the potential to build large common global
customer bases quickly and to achieve superior economic returns over the long
term. International Data Corporation, also known as IDC, an information
technology market research and consulting firm, estimated that the number of
people accessing the Internet had reached approximately 100 million by the end
of 1998 and predicted that this number will reach 320 million by 2002. IDC has
also reported that approximately $45 billion was spent by US households on
e-commerce in 2002.
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. Video streaming allows viewers 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.

The Internet is a connection device linking computers from around the world.
However, the connection to other computers is not a direct one. Before
information can reach its destination, it must make a series of jumps from
computer to computer as it traces a successful route. Packet servers, the big,
powerful computers that form the backbone of the Internet, handle this job. Each
packet traveling the Internet has the potential to take an entirely different
than the packets that come before and after it. This is a built-in design
feature of the Internet that allows information to flow around heavy traffic
areas and broken-down links in the chain. It works well when downloading Web
pages, where it doesn't matter if the packets are mixed up, routed through a
number of servers and arrive at different times. Video is a more problematic
situation. The protocol that is ordinarily used to deliver Web content is the
Hypertext Transfer Protocol (abbreviated HTTP), while the Real Time Streaming
Protocol (RTSP) specifically handles streaming video content. Both of these
protocols can be used to deliver streaming video content, but the results are
very different. While HTTP is one of the most common ways to deliver streaming
video, the picture quality tends to be substandard compared to RTSP. 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 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


                                       10
<PAGE>

own Web pages with embedded streaming media. The streaming industry, although
six years old, is still in its infancy. Nonetheless, the number of consumers who
are "media player enabled" now exceeds 50 million and continues to expand. The
industry is expected to grow from $78 million in 2000 to $9 billion in revenue
by 2004. As the Internet approaches 765 million users by 2005, the streaming
industry should continue to grow at a 5% annual rate.

According to SCRI's Digital Facilities Trends Survey, web streaming is now in
the top ten services offered by digital video facilities. Some of the vertical
markets include video production, video post, video conferencing, distance
learning, surveillance, and intranet-delivered corporate training applications.
One phenomenon, which has had the most positive impact on the massive growth of
video streaming, is broadband access. According to a study released on September
5, 2002 from Arbitron and Edison Media Research Residential Broadband users make
up over 50% of the Internet users today. This rate should continue its rapid
growth rate and these users are utilizing streaming technology more frequently
on a weekly basis. IDC reports that online content purchases hit $1.3 billion in
2002. Estimates by IDC predict that figure to double over the next five years.

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 proceeding 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.

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.

                                       11
<PAGE>
                                BUSINESS STRATEGY

THE COMPANY - OPERATIONAL 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.

We also have equity interests in several other companies, including: VideoDome,
an application service provider (ASP) of Internet video solutions, Stampville, a
global portal community for stamp collectors and dealers and ROO Media, which
aggregates and distributes online digital media content.

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 offices to California; however, we maintain an office in
Melbourne Australia.

Set forth below is a description of the businesses and prospects of Avenue
Energy, Stampville, VideoDome, and ROO Media. These companies are development
stage enterprises with limited revenues, if any, and which require capital
funding to achieve their business plans.

AVENUE ENERGY, INC. - OPERATIONAL STRATEGY

Formed in November of 2002, Avenue Energy is engaged in the exploration,
development and potential production of oil and gas. On November 11, 2002 Avenue
Energy entered into an agreement with a company controlled by Dr. Jaap Poll to
acquire 36% of the outstanding capital stock of Anzoil (Thailand) Pty Ltd
("AT"). AT's assets include a contract to acquire: (i) 100% of the offshore
petroleum concession Block B7/38 located in the Gulf of Thailand and (ii)
approximately US$1.8 million in cash (the "AT Agreement"). The closing of this
transaction is subject to a number of contingencies including the closing of a
Share Purchase Agreement dated September 18, 2001 by and among Devon Energy
(Delaware) Limited ("Devon Energy"), AT and Anzoil NL, an Australian public
company pursuant to which AT will acquire the rights in the petroleum concession
in the Gulf of Thailand through purchase from Devon Energy of all of the
outstanding shares of Devon Energy (Thailand) Limited, the holder of such
concession.

The closing of the AT agreement is also dependant on the approval of the
transaction by AT shareholders, Capersia Pty Ltd and Anzoil NL, transfer of the
AT shares and on ratification by the government of Thailand. At the closing, we
will acquire 36% of AT's outstanding shares in exchange for 20 million shares of
our common stock. Upon AT's acquisition of the petroleum concession, the
participants will be required to contribute their proportionate share of the
currently estimated outstanding obligations of AT for 2003 which aggregate to
approximately $2.5 million (a total of $4.3 million less the cash on hand 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 2003. There can be no assurances that we will acquire
AT shareholder approval or the AT shares with attendant rights in oil and gas
properties leased from the government of Thailand and located in the Gulf of
Thailand or when ratificiation of the transaction by the Government of Thailand
will occur.

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 allows 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, provided that we are an active right
holder in an exploration or production lease with the Sayer Group.

Upon our exercise of our options, each of the Sayer Group Consortium and Avenue
Energy will initially hold a 45%


                                       12
<PAGE>

interest and Middle East Petroleum Services Limited, who negotiated and arranged
the transaction, will retain a 10% interest in all of the existing and new oil
and gas leases and licenses covered by the Farmin Agreement.

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 a fixed cost of $2.5 million, which represents about 50% of
the estimated well cost. Tosun-1, lies adjacent to the producing Cendere and
Karakus oilfields in Southeast Turkey. Drilling of this well recommenced in
December and is expected to continue through April 2003. 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.

Under the terms of the modification to the Farmin Agreement, we acquired a 35%
interest in the Tosun well and License through the payment of an additional
$1.75 million. We have also subsequently exercised an option, to increase our
interest to 45% of the Tosun-1 well and License and to maintain our options with
respect to certain other licenses under the Agreement through an additional
payment of $500,000, payable 5 business days after the Tosun-1 well has reached
total depth, which will complete our turnkey cost of $2.5 million. In the event
of a discovery, our contribution towards electric logging, running a production
string, testing and completion costs is capped at $250,000. Under certain
circumstances, Avenue Group may be required to guaranty the performance of
Avenue Energy as long as it is our subsidiary.

As at March 24 2003, drilling at the Tosun-1 well had reached a depth exceeding
6,500 feet. Total depth of the well is expected to be approximately 9300 feet.

In addition, under the Farmin and Participation Agreement, as amended, as a
result of our exercise of the option with respect to the Tosun-1 well, we have
an option to acquire up to a 45% interest in the Karakilise License. In order to
exercise our option with respect to the Karakilise license we are required to
notify the Sayer Group no later than 45 days prior to the proposed date for the
spudding (commencement of drilling) on the Karakilise-1 well. The Sayer Group is
obligated to notify us no later than 90 days prior to the proposed spudding of
the Karakalise-1 well. The option exercise price is $2 million, plus up to an
additional $250,000 of additional costs in the event hydrocarbons are discovered
at the Karalise-1 well. On March 4, 2003, pursuant to Farmin and Participation
Agreement as amended, Avenue Energy received notice from the Sayer Group that it
will use reasonable endeavors to spud the Karakalise-1 well by no later than May
15, 2003 and notifying Avenue Energy that it has until April 18, 2003 to
exercise its option into Karakalise. We have not yet determined if we will
exercise this option.

We have also negotiated the option to participate in the further development of
one of the Sayer Group's currently producing oilfields, the Kahta Field. Under
this arrangement, we have the option to recover our investment in Tosun-1 and
Karakilise-1 (if exercised). This option, exercisable until 60 days after the
completion or abandonment of the Tosun-1 well, would require 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 in
Tosun-1 and Karakilise-1 (if exercised) and the Khata Field and thereafter will
receive 45% of net revenues from these Kahta wells.

Upon the occurrence of either our exercise of the Karakilise option or 60 days
after the completion or abandonment of the Karikilise-1 well, we will be granted
an option to participate in the other remaining exploration licenses and
production leases held by members of the Sayer Group, which cover over 3 million
acres. At the closing of this option, we will be required to pay Aladdin Middle
East Ltd. a one-time contribution towards past costs of $450,000 and a monthly
administration fee covering ongoing 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.

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 between 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


                                       13
<PAGE>

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, Mr. Ken Fellowes of Middle East Petroleum Services Limited and the
technical staff of the Sayer Group and outside consultants as and when required,
has begun a review of all prospects and leads on all licenses in order to
prioritize the most attractive drillable prospects for an initial 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.

We continually review and consider potential acquisition or investment targets.
However, at this time, with the exception of the AT 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 of 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:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
NO. OF         NAME OF                                                                POST FARMIN        TOTAL        TOTAL
PETROLEUM      PETROLEUM                  PROSPECT OR      LICENSE   LICENSEE     COMPANY      %         AREA         AREA
DISTRICT       DISTRICT     REGION        FIELD            PREFIX    NUMBER       REGISTERED   HELD      (HECT-ACRES  (ACRES)
-----------------------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>           <C>              <C>       <C>          <C>          <C>       <C>          <C>
XII            GAZIAN-TEP   S.E.          TOSUN            AR/AM     3462         Avenue       45.00%    3,278        8,100
                            ANATOLIA                       E-EPS
-----------------------------------------------------------------------------------------------------------------------------
XI             DIYARB-AKIR  S.E.          KARAKILISE       AR/AM     2674         Avenue       45.00%    122,943      303,792
                            ANATOLIA                       E-EPS
-----------------------------------------------------------------------------------------------------------------------------
XII            GAZIAN-TEP   ADIYAMAN      KAHTA            IR/EPS    658          Avenue       45.00%    7,060        17,445
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Tosun well is currently being drilled and the Karakilise and Kahta options
to acquire interests are not yet exercised.

PROSPECTS OF AVENUE ENERGY

ANZOIL THAILAND

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 AT'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
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.

The holder of the petroleum concession 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.


                                       14
<PAGE>

Approximately $4 million has already been spent on pre drilling exploration
within the petroleum concession during the first obligation period, which ended
on March 2, 2002. 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 AT will be able to obtain an extension for this requirement into
the second obligation period. AT has been informed by the Thai authorities that
the deferral of the first commitment well and the change of concessionaire from
Devon to AT has been approved in principle and is now awaiting Thai Cabinet
ratification, which Dr. Poll now believes is likely to be complete by May, 2003.

We anticipate that AT will commence drilling of AT-1 on the Hong Fah prospect
toward the end of 2003. 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, AT will be required to
expend no less than $4.3 million during 2003 or such other agreed upon timeframe
to be determined with the Thai authorities. Future exploration and drilling
expenditures of AT would be in accordance with the budgets approved by the
shareholders of AT. 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.

The prospects of Avenue Energy as it relates to AT are contingent on a number of
conditions precedent as previously described. There can be no assurances that we
will acquire AT shareholder approval or when, if at all, the ratificition of the
Thai Government will occur to enable us to acquire the AT shares with attendant
rights in oil and gas properties leased from the government of Thailand and
located in the Gulf of Thailand.

THE REPUBLIC OF TURKEY

Under the Participation Agreement in Turkey, we have negotiated the option to
participate in the further development of one of the Sayer Group's currently
producing oilfields, the Kahta Field. Under this arrangement, we have the option
to recover our investment in Tosun-1 and Karakilise-1 (if exercised). This
option, exercisable until 60 days after the completion or abandonment of the
Tosun-1 well, would require 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 in Tosun-1 and Karakilise-1 (if exercised)
and the Khata Field and thereafter will receive 45% of net revenues from these
Kahta wells.

In addition, upon the occurrence of either our exercise of the Karakilise option
or 60 days after the completion or abandonment of the Karikilise-1 well, we will
be granted an option to participate in the other remaining exploration licenses
and production leases held by members of the Sayer Group, which cover over 3
million acres. At the closing of this option, we will be required to pay Aladdin
Middle East Ltd. a one-time contribution towards past costs of $450,000 and a
monthly administration fee covering ongoing 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.

OTHER LICENSES IN THE REPUBLIC OF TURKEY

The Participation Agreement includes both Exploration Licenses and Production
Leases 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.

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


                                       15
<PAGE>

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 Networks 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.

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 a 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 it 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


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<PAGE>

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.

Branching off the main Stampville website, there are eighteen independent
"satellite" sites, which have been developed as part of Stampville's Micro-Site
program, where mini web sites dedicated to a specific theme or topic are
established.

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
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 has
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, 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. Messrs Malamud and
Popack have recently been devising a more comprehensive strategy to advance
Stampville's prospects.

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 MEDIA, INC. - OPERATIONAL STRATEGY

We currently own 25% of the equity of ROO Media, which is operated and
controlled by Robert Petty, our former President. ROO Media is a developmental
stage company and to date has not generated significant revenues.

ROO Media is a broadcasting company which broadcasts its video content to its
own network of web sites, www.rootv.com and through 3rd party web sites
throughout the world. ROO Media hosts video clips on a range of topics including
News, Business, Entertainment, Fashion, Health, Music, Movies and Travel. Video
files are supplied to ROO Media from leading content providers such as
Associated Press, Reuters, ABC (Australia) and Accuweather. ROO Media provides
its customers with a complete solution to adding video to their web site which
includes the video content, technology and integration into the customer's web
site which matches the look and feel of the customer's web site.

ROO Media plans to generate revenues through the sale of content and through
advertising revenue generated from television style commercials which can be
programmed to play before and after individual video clips. ROO Media's
technology platform consists of products and services developed by ROO Media and
a range of solutions provided by outside suppliers including VideoDome. At this
time, we do not anticipate providing ROO Media with additional funding.

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<PAGE>

PROSPECTS OF ROO MEDIA

The growth in broadband connections worldwide can be directly related to the
amount of videos viewed by people connected to the Internet. According to
information provided to us by ROO Media, a recent study by AccuStream iMedia
Research displayed a 52% growth from 2001 to 3.9 Billion Video Streams Served in
2002. The growth in videos being viewed over the Internet provides a positive
outlook for the growth of ROO Media's revenue.

ROO Media has only recently commenced commercially selling its products and
services. ROO Media will now continue to expand its content categories offered,
on its own ROO TV network and the network of 3rd party web sites it broadcasts
its video through. This will be supported by sales efforts focused on the USA,
UK, Australian and Asian markets places.

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 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.

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<PAGE>

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 or ROO have and
there can be no assurance that VideoDome or ROO 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, VideoDome and ROO
expect 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 and ROO hope to
serve, they expect that as they become more visible and important providers,
they will face additional competition. VideoDome and ROO's financial resources
will be limited in comparison to those of many of their 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. Neither 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
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 making 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


                                       19
<PAGE>

of their respective competitive advantages.

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 issue 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 as relate to our oil and gas operations, which have
become increasingly stringent. We are not aware of any events of noncompliance
in our operations neither with any environmental laws or regulations nor 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".

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 and ROO Media continue to pursue opportunities to improve products and
services. Currently, research and development is conducted internally and
through outsourcing agreements. VideoDome and ROO Media will continue to develop
the products and services they offer customers. ROO Media plans to focus on
expanding the content categories it offers to include Music, Lifestyle and
Children's content and review its operational processes to increase the speed in
which it can activate customers.

                              GOVERNMENTAL MATTERS

The status of Avenue Energy as a petroleum right holder and its ability to
directly own the leases in connection with its acquired option to participate
and acquire up to 45% in 31 exploration licenses and 2 production leases held by
the Sayer


                                       20
<PAGE>

Group Consortium in Turkey and ability to operate as such, is subject to a
pending registration process and subsequent approval by the Turkish Government.
The potential acquisition of the shares in AT and the consummation of the AT
Agreement are still subject to certain conditions including but not limited to
ratification and approval by the Royal Thai Government.

                                    EMPLOYEES

As of March 15, 2003 the Company together with its affiliated subsidiaries
employed 7 full-time employees including 4 officers and one independent
contractor and 10 part-time employees and/or consultants including 3 officers.
Included in this number are messrs Malamud and Popack at Stampville and four
other consultants or independent contractors to Stampville, including Levi
Popack, a brother to Eli Popack a director of Stampville, who has recently been
assisting Stampville with administration on a part time basis.

 ITEM 2. PROPERTIES

Our and VideoDome's main offices are located at 15303 Ventura Boulevard, 9th
Floor in Sherman Oaks, California. These executive offices were leased through
December 2002, and we have entered into a new lease arrangement initially
through to August 2003 at a combined rental rate of $3,500 per month. These
offices occupy approximately 911 square feet. 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 have received a rent-free period to continue occupying these
offices in Melbourne for a period of 12 months from the date of closing. We are
in the process of finalizing new leasing arrangements with the purchaser to
continue leasing these premises for at least a further 12 months and possibly
beyond.

The oil and gas leases and licenses held by the Sayer Group where we have the
option to acquire 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. We have acquired a 45% participation in 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. The Karakilise
License, which we have yet to exercise, is 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 Basin, just
south of Ankara, the Antalya Basin in the eastern Mediterranean and the onshore
portion of the Aegean Basin in western Turkey adjacent to the Prinos Oil Field.

The oil and gas lease, to be acquired by AT from the government of Thailand, is
located in the Chumphon Basin in the Gulf of Thailand, covering 2,293,875 acres.
In the event this transaction is consummated we will have a 36% ownership
interest in AT.

In the near term, we expect to acquire interests in oil and gas properties
through our acquisition of a participation interest in the Sayer Group acquired
rights and our share of rights with respect to AT's petroleum concession through
our potential ownership of AT. 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.

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

At our Annual Meeting of Stockholders held on December 24, 2002, our
shareholders approved the following four resolutions:

         (1)      To elect three Directors, each to serve a one-year term or
                  until their successors are duly elected and qualified. The
                  three Directors were Jonathan Herzog, Jim Tan and Daniel
                  Aharonoff;

         (2)      To accept the proposed amendment to the Certificate of
                  Incorporation of the Company to change its name to Avenue
                  Group, Inc.;

         (3)      To approve an amendment to the Company's Stock Option Plan
                  (the "Plan") to (i) increase the number of shares of the
                  Company's common stock authorized for issuance under the Plan
                  from 8,250,000 shares to 15,000,000 shares, (ii) adopt certain
                  other amendments to conform the Plan with provisions of Rule
                  16-b(3) of the Securities Exchange Act of 1934, as amended,
                  which would enable the Company's Board of Directors to grant
                  options under the Plan and (iii) to change all references to
                  the Company's name in the Plan to reflect the new name Avenue
                  Group, Inc.; and,

         (4)      To ratify and select Weinberg & Company P.A. as the Company's
                  independent accountants for the year ending December 31, 2002.

The number of shares voted and represented at the meeting was 132,739,403.
132,739,403 shares, representing in excess of 81% of total shares outstanding as
of the record date, were voted in favor of all resolutions excepting item 1 in
the above list whereby a single shareholder with 500 shares abstained in
connection with the proposal to elect one of the three directors.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
        RELATED STOCKHOLDER MATTERS

Our common stock was listed in April 2002 for trading on the NASDAQ OTC Bulletin
Board under the symbol "ITTE". In 2003, due to our name change, our trading
symbol became "AVNU". To date, due in part to the small size of the public float
on our shares, approximately 6,324,000 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.

According to a report provided by the NASDAQ OTC Bulletin Board, our common
stock prices for the three quarters in which we were trading in 2002 are as
follows:


                         BID PRICE                ASKING PRICE

END DATE          HIGH      LOW      CLOSE    HIGH     LOW      CLOSE
12/31/02          0.81      0.2      0.68     0.83     0.21     0.7
9/30/02           1         0.05     0.2      0.23     0.07     0.21
6/28/02           0.105     0.06     0.06     0.13     0.1      0.12

SHAREHOLDERS

As of March 15, 2003 the Company had approximately 53 shareholders of record.

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

                                       22
<PAGE>

TRANSFER AGENT

The Transfer Agent and Registrar for the Company's common stock is Transfer
Online, Inc. Its address is 227 South West Pine Street, Suite 300 Portland OR,
97204 and its telephone number at that location is 503-227-2950 Fax:
503-227-6874.

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 25%
interest 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 recently 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 references in this document
include Avenue Group, Inc. and/or our wholly owned subsidiaries.

We are a development stage enterprise with limited sales. Our activities prior
to the last quarter of 2002 were principally devoted to organizational matters,
raising capital, and acquiring equity interests in Stampville, VideoDome, ROO
and the assets and business infrastructure of Streamcom Pty Ltd. In July 2002,
we relocated our principal offices to California however, we still maintain
offices in Melbourne, Australia. Stampville has developed its web-site 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. ROO is a development stage enterprise which
aggregates and distributes online digital media 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 recent name change our symbol
is now "AVNU."

Due to changes in the marketplace and the economic environment, 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 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 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.

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 (AT). AT'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) approximately $1.8 million in cash. In addition,
we entered into a consulting agreement with an entity owned by Dr. Poll for his
services as a director of Avenue Energy and to serve as its Director of
Exploration.

Upon the closing of the transaction, we will issue to Dr. Poll's company
20,000,000 shares of our restricted Common Stock for 36% of AT's outstanding
shares. The closing of the transactions contemplated by the AT Agreement is
subject to final Thai Government ratification, completion by AT of contracts
with the holder of the petroleum concession and the consent of AT's other
shareholders, which we understand is anticipated to be achieved by May, 2003.
Upon acquiring the petroleum concession, 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 AT
specifically for this program - estimated to be US $1.8 million). There can be
no assurances that we will acquire AT shareholder approval or when we will
obtain the ratification of the Thai Government which will enable us to receive
the AT shares with attendant rights in oil and gas properties leased from the
government of Thailand and located in the Gulf of Thailand.

On November 18, 2002, we entered into a Farmin and Participation Agreement with
the Sayer Group Consortium and


                                       23
<PAGE>

Middle East Petroleum Services Limited, pursuant to which Avenue Energy paid
$250,000 to acquire an option that allows us to participate in and acquire a 45%
working interest in up to 31 exploration licenses and 2 production leases held
by 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, provided that we are an active right holder in an exploration
or production lease with the Sayer Group.

This agreement was amended on December 20, 2002 to extend the due dates with
respect to the payment of the option price for the initial well. On December 20,
2002 we notified the Sayer Group of our intention to exercise the initial option
to purchase a 35% interest in the Tosun-1 well for $2 million under the
agreement, as amended. We subsequently exercised our option to increase our
participation in the Tosun-1 well to 45%, thereby requiring an additional
$500,000 payment, which is due shortly after the Tosun -1 well has reaches its
total depth. In the event of a discovery at the Tosun-1 well, Avenue Energy's
contribution towards electric logging, running a production string, testing and
completion costs is capped at $250,000. As at March 24, 2003, drilling at the
Tosun-1 well had reached a depth exceeding 6,500 feet. Total depth of the well
is expected to be approximately 9300 feet.

In addition, under the Farmin and Participation Agreement, as amended, as a
result of our exercise of the option with respect to the Tosun-1 well, we have
an option to acquire up to a 45% interest in the Karakilise License. In order to
exercise our option with respect to the Karakilise License we are required to
notify the Sayer Group no later than 45 days prior to the proposed date for the
spudding (commencement of drilling) on the Karakilise-1 well. The Sayer group is
obligated to notify us no later than 90 days prior to the proposed spudding of
the Karakalise-1 well. The option exercise price is $2 million, plus up to an
additional $250,000 of additional costs in the event hydrocarbons are discovered
at the Karalise-1 well. (See Recent Developements)

We have also negotiated the option to participate in the further development of
one of the Sayer Group's currently producing oilfields, the Kahta Field. Under
this arrangement, we have the option to recover our investment in Tosun-1 and
Karakilise-1 (if exercised). This option which is exercisable until 60 days
after the completion or abandonment of the Tosun-1 well, would require 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 each new well. We will
receive 95% of net revenues from these wells until we recover 100% of our entire
investment in Tosun-1, Karakilise-1 (if exercised) and the Khata Field and
thereafter will receive 45% of net revenues from these Kahta wells. In addition,
upon the occurrence of either our exercise of the Karakilise option or 60 days
after the completion or abandonment of the Karikilise-1 well, we will acquire an
additional option to participate in up to a 45% interest in the other remaining
exploration licenses and production leases held by members of the Sayer Group,
which cover over 3 million acres. At the closing of this option, we will be
required to pay Aladdin Middle East Ltd. a one-time contribution towards past
costs of $450,000 and a monthly administration fee covering ongoing exploration
licences and production lease rentals and filings.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2002 VERSUS YEAR ENDED DECEMBER 31, 2001

During the year ended December 31, 2001 our activities were mainly made up of
raising capital through our Initial Public Offering, increasing our equity
interest in VideoDome to 50%, changing the structure of Stampville and launching
an improved web site and preparing to move further into the digital media space.
In the year ended December 31, 2002, our activities 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 offices to California, however, we
maintain an office in Melbourne Australia.

We generated $123,867 in revenues in the year ended December 31, 2002, versus
$55,707 in the year ended December 31, 2001. VideoDome accounted for $90,014 of
this amount and the remaining revenue of $33,853 was attributable to Stampville.
Management attributes this to further sales from a more established
infrastructure at both Stampville and VideoDome and the incorporation of
VideoDome into the Company's accounts for the full year in 2002 versus only part
of 2001.

Our operating expenses increased in the year ended December 31, 2002. This is
predominantly the result of additional costs incurred once we commenced trading
on the OTC Bulletin Board and the third market segment of the Frankfurt Stock
Exchange, as a result of increased legal expenses and other principally non-cash
expenses related to the engagement of


                                       24
<PAGE>

several investment and merchant banking consultants in the United States and
Europe, which accounted for an increase of approximately $244,000 to general and
administrative expenses. In addition to this, our commencement of operations at
Avenue Energy and outstanding legal matters at VideoDome also attribute to these
additional legal expenses and in connection with Avenue Energy, certain other
expenses, including travel and other expenses related to commencing operations.
As a result of the factors described above, overall legal and professional
expenses across all entities were approximately $300,000 in the year ended
December 31, 2002 versus $64,000 in the year ended December 31, 2001. In
connection with the acquisition of the investment in Turkish oil leases and the
interest in the Tosun-1 Well, we capitalized $109,500 of legal costs. At the
same time, expenses related to sales, marketing and development at Stampville
which were still significant in the year ended December 31, 2001, totaling a
combined amount of $255,614, were not incurred in the year ended December 31,
2002, as Stampville did not pursue any development activities, however,
Stampville is analyzing its marketing strategies and initiatives to advance its
prospects.

Overall, we incurred a net loss of $1,804,949 for the year ended December 31,
2002, compared to a net loss of $2,667,257 for the year ended December 31, 2001.
A significant part of this decrease is attributable to the recording of
significant impairment losses amounting to $1,360,923 for the year ended
December 31, 2001, in connection with the unamortized goodwill of Stampville and
VideoDome. Additionally, we recorded an impairment loss of $355,869 recorded in
the year ended December 31, 2002 in connection with our remaining securities
portfolio.

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 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 $1,804,949 and a negative cash flow from operations of $776,245 for the
year ended December 31, 2002, and an accumulated deficit of $7,934,508 as of
December 31, 2002. There can be no assurance that we will be able to generate
meaningful revenues or achieve profitable operations.

We are dependent on the proceeds of recent private placements and/or debt or
equity financing or alternative means of financing. Management plans to rely on
the proceeds of recent private placements, loans from affiliates, at their
discretion, the sale of marketable securities held by the Company and/or debt or
equity financing to finance its operations. However, 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.

 In the fourth quarter of 2002, we sold 22,050,000 shares of our restricted
common stock in private placements for net proceeds of $3,809,517, with S.B.
Cantor and Co., Inc ("Cantor") acting as the exclusive placement agent for us.
In connection with the private placements, Cantor received fees comprised of
$90,000 in cash and 250,000 restricted shares of our common stock. The
restricted shares were valued at $158,750 based on the closing price of the
common stock on the date of issuance. The total Cantor 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, we 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 have been
principally utilized to fund Avenue Energy's oil and gas acquisitions in Turkey,
to reduce debt and for working capital. We anticipate requiring significant
additional capital to fund these activities in 2003.

We also issued an aggregate of 6,515,850 shares of our common stock at $0.10 per
share to Perfect Optical Corporation and Cohero Group, Inc in exchange for an
aggregate of $651,585 of indebtedness owed by us to these parties in November,
2002. These transactions together with $300,000 in loan repayments enabled us to
clear our balance sheet of substantially all of our external debt to affiliates,
other than $84,816 as at December 31, 2002.

On February 4, 2002, we entered into a sales contract over our Australian
premises. The sale closed on March 25, 2002. Under the terms of the sales
contract, we received a total consideration of $983,000 Australian dollars, then
equivalent to approximately $US503,000 and retired in full the outstanding
principle and accrued interest on a note secured by the premises in the amount
of $683,000 Australian dollars, equivalent to approximately $362,000 (US) at
that time.

In April 2002, we entered into an agreement with foreign investors, pursuant to
which the investors purchased for $500,000 a three (3) year option to buy up to
50,000,000 shares of our Common Stock at an exercise price of $.04 per share.
The investors received certain registration rights with respect to any shares
issued to them in connection with the exercise of the option.

                                       25
<PAGE>

As of December 31, 2002, we had cash of $2,147,775 and working capital of
$1,384,582 versus $127,584 and $70,216, respectively as of December 31, 2001.
This is attributed to our capital raising activities and the significant
reduction in debts payable previously described. During the year ended December
31, 2002, we also liquidated securities and received approximately $157,521 USD
from such sales.

Until recently, our primary capital requirements were to fund our investments in
Stampville and VideoDome plus other activities and our preparations to raise
funds in the financial markets. Stampville and VideoDome will both likely
require additional capital to further advance their operations. We will also
require additional capital to further our other activities, principally in
Avenue Energy and to pursue other business opportunities as well as to fund
working capital requirements, including legal and professional expenses. We have
engaged the services of several investment and merchant banking consultants in
the United States and Europe on a non-exclusive basis to assist us in these and
other activities.

As of December 31, 2002, capital requirements have been financed through the
issuance of equity securities through private placements, our initial public
offering, loans from affiliates, the sale of marketable securities and the sale
of our Australian building premises. The capital requirements relating to
implementing of our business plan will be significant. During the next twelve
months, in addition to our existing activities, we intend to further develop our
focus in the oil and gas sector, which will require significant additional
capital. There can be no assurance that any such financing will be available to
us on commercially reasonable terms, or at all. If we are not successful in
sourcing additional capital through equity or revenues, we may have to review
the nature and extent of our operations and plans and this could have a material
adverse effect on our business, results of operations and financial conditions.
Other than as described above, we do not have other material commitments for
capital expenditures.

We anticipate that we will require additional funding through debt or equity
financing or alternative means of financing to fund our operations.

CRITICAL ACCOUNTING POLICIES

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.

Staff Accounting Bulletin ("SAB") 101, Revenue Recognition in Financial
Statements. We implemented SAB 101 effective January 1, 2001. While we have
limited revenue for the year ended December 31, 2002, as we increase our revenue
and expand into additional businesses, we will analyze our contracts to
determine whether revenue should be deferred to future periods as defined under
SAB 101. Currently, Stampville recognizes revenue when the products are shipped
and VideoDome recognizes revenue as the services are performed.

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

RECENT DEVELOPMENTS

On February 10, 2003, pursuant to Farmin and Participation Agreement as amended,
Avenue Energy exercised its option to increase its participation in the Tosun-1
well from 35% to 45%; thereby requiring an additional $500,000 payment, which is
due shortly after the Tosun -1 well reaches its total depth, expected to be by
mid April, 2003.

On March 4, 2003, pursuant to Farmin and Participation Agreement as amended,
Avenue Energy received notice from the Sayer Group that it will use reasonable
endeavors to spud the Karakalise-1 well by no later than May 15, 2003 and
notifying Avenue Energy that it has until April 18, 2003 to exercise its option
into Karakalise. We have not yet determined whether or not we will exercise this
option.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No.145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS 145 rescinds the provisions of SFAS No. 4 that requires
companies to classify certain gains and losses from debt extinguishments as
extraordinary items, eliminates the provisions of SFAS No. 44 regarding
transition


                                       26
<PAGE>

to the Motor Carrier Act of 1980 and amends the provisions of SFAS No. 13 to
require that certain lease modifications be treated as sale leaseback
transactions. The provisions of SFAS 145 related to classification of debt
extinguishments are effective for fiscal years beginning after May 15, 2002.
Earlier application is encouraged.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Restructuring
Costs." SFAS 146 applies to costs associated with an exit activity (including
restructuring) or with a disposal of long-lived assets. Those activities can
include eliminating or reducing product lines, terminating employees and
contracts and relocating plant facilities or personnel. Under SFAS 146, the
Company will record a liability for a cost associated with an exit or disposal
activity when that liability is incurred and can be measured at fair value. SFAS
146 will require the Company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption encouraged. Under SFAS
146, a company cannot restate its previously issued financial statements and the
new statement grandfathers the accounting for liabilities that a company had
previously recorded under Emerging Issues Task Force Issue 94-3.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure - an
amendment of FASB Statement No. 123. SFAS 148 amends FASB Statement No. 123,
"Accounting for Stock Based Compensation" and 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.

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 are 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, the
Company wishes to caution Investors and prospective Investors about significant
factors which, among others, have in some cases affected the Company's actual
results and are in the future likely to affect the Company's actual results and
cause them to differ materially from those expressed in any such forward-looking
statements. Actual results may differ as a result of factors over which the
Company has no control, including general economic and business conditions;
effects of war or terrorists acts on the capital markets or the Company's
activities, including oil and gas exploration and production, competition and
ability to gain market acceptance of products; success of its operating and
investment initiatives; including its oil and gas exploration and drilling
initiatives, operating costs; fluctuation in oil and gas prices, advertising and
promotional efforts; the existence or absence of adverse publicity; changes in
business strategy or development plans; the ability to retain management; its
ability to obtain financing for its ongoing operations or proposed initiatives;
availability, terms and deployment of capital; 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;
illiquidity of its securities and volatility in the trading price of its
securities, and other risks listed from time to time in reports filed with the
Securities and Exchange Commission, which factors are incorporated herein by
reference. This form 10-KSB is not an offer to sell or a solicitation of an
offer to buy any securities of the Company. Any such solicitation or offer may
only be made through a prospectus which has been approved by the Securities and
Exchange Commission in the states in which such solicitation or offer has been
approved.

                                       27
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                               AVENUE GROUP, INC.
                        (FORMERLY I.T. TECHNOLOGY, INC.)
                                AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2002 AND 2001

                                    CONTENTS

PAGE       29        INDEPENDENT AUDITORS' REPORT

PAGE       30        CONSOLIDATED BALANCE SHEETS

PAGE       31        CONSOLIDATED STATEMENTS OF OPERATIONS

PAGES     32-33      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

PAGE       34        CONSOLIDATED STATEMENTS OF CASH FLOWS

PAGES     35-47      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       28
<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. (formerly I. T. Technology, Inc.) and Subsidiaries (A Development Stage
Enterprise) as of December 31, 2002 and 2001 and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years
then ended and for the period from February 2, 1999 (inception) through December
31, 2002. 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.

As more fully described in Note 2 of the notes to the consolidated financial
statements, an error resulting in an understatement of previously reported net
loss for the year ended December 31, 2001 resulting from the accounting for
foreign currency translation adjustment was discovered by management of the
Company during 2002. Accordingly, the consolidated balance sheet as of December
31, 2001 and the statements of operations, stockholders' equity and cash flows
for the year ended December 31, 2001 have been restated to reflect the
correction to the previously reported amounts.

In our opinion, the consolidated financial statements referred to above, present
fairly, in all material respects, the financial position of Avenue Group, Inc.
and Subsidiaries as of December 31, 2002 and 2001 and the results of their
operations and their cash flows for the years then ended and for the period from
February 2, 1999 (inception) through December 31, 2002, 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 to the
consolidated financial statements, the Company has a net loss of $1,804,949 and
a negative cash flow from operations of $776,245 for the year ended December 31,
2002 and has an accumulated deficit of $7,934,508 at December 31, 2002. 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.
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 26, 2003

                                       29
<PAGE>
                               AVENUE GROUP, INC.
                        (FORMERLY I.T. TECHNOLOGY, INC.)
                                AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2001


ASSETS
                                                                      2001
                                                     2002         (As Restated)
                                                  ------------    -------------
CURRENT ASSETS
 Cash                                             $  2,147,775    $    127,584
 Other receivables                                      21,545          13,427
 Inventory                                                --            17,000
 Prepaid expenses                                        9,628           8,900
 Investment in Australian marketable securities         30,765         926,974
                                                  ------------    ------------
    Total Current Assets                             2,209,713       1,093,885
                                                  ------------    ------------

PROPERTY AND EQUIPMENT, NET                             61,046         724,368
                                                  ------------    ------------
OTHER ASSETS
 Other                                                   8,530             300
 Capitalized software costs                              3,596          58,058
 Investment in Turkish oil leases                    2,109,500            --
                                                  ------------    ------------
    Total Other Assets                               2,121,626          58,358
                                                  ------------    ------------

TOTAL ASSETS                                      $  4,392,385    $  1,876,611
                                                  ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                $      4,752    $     27,726
  Accrued expenses                                     235,563          43,592
  Notes payable, current portion                        84,816         952,351
  Due for Tosun-I well interest acquisition            500,000            --
                                                  ------------    ------------
    Total Current Liabilities                          825,131       1,023,669

NOTES PAYABLE, LONG-TERM                                  --           349,355
                                                   ------------    ------------

TOTAL LIABILITIES                                      825,131       1,373,024
                                                  ------------    ------------

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,
   176,242,503 and 134,976,653 shares
   issued and outstanding, respectively                 35,249          26,995
  Common stock to be issued, (650,000 shares)          258,750            --
  Additional paid - in capital                      11,552,147       6,165,678
  Accumulated other comprehensive income               (49,384)        440,473
  Deferred compensation                               (295,000)           --
  Deficit accumulated during development stage      (7,934,508)     (6,129,559)
                                                  ------------    ------------
    Total Stockholders' Equity                       3,567,254         503,587
                                                  ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $  4,392,385    $  1,876,611
                                                  ============    ============

          See accompanying notes to consolidated financial statements.

                                       30
<PAGE>
                               AVENUE GROUP, INC.
                        (FORMERLY I.T. TECHNOLOGY, INC.)
                                AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD
           FROM FEBRUARY 2, 1999 (INCEPTION) THROUGH DECEMBER 31, 2002
<TABLE>
<CAPTION>
                                                                                  For the Period from
                                                                                   February 2, 1999
                                                                                  (Inception) Through
                                                                         2001      December 31, 2002
                                                           2002      (As Restated)  (As Restated)
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>
REVENUES, NET                                          $   123,867    $    55,707    $   215,419

COST OF GOODS SOLD                                          23,009         26,779         64,885
                                                       -----------    -----------    -----------

GROSS PROFIT                                               100,858         28,928        150,534
                                                       -----------    -----------    -----------

OPERATING EXPENSES
 Development                                                  --          184,217      1,074,213
 Sales & marketing                                            --           71,397        446,566
 General and administrative                              1,390,985      1,151,165      5,320,859
 Impairment loss on goodwill                                  --        1,360,923      1,360,923
                                                       -----------    -----------    -----------
     Total Operating Expenses                            1,390,985      2,767,702      8,202,561
                                                       -----------    -----------    -----------

LOSS FROM OPERATIONS                                    (1,290,127)    (2,738,774)    (8,052,027)
                                                       -----------    -----------    -----------

OTHER INCOME (EXPENSE)
 Write-down of investment in VideoDome                        --             --         (250,000)
 Interest, net                                             (83,979)       (89,879)      (206,828)
 Equity in loss of Stampville.com, Inc.                       --             --         (185,955)
 Loss on sale of Australian marketable securities          (50,790)       (16,017)       (66,807)
 Impairment loss on Australian marketable securities      (355,869)          --         (355,869)
 Other                                                     (24,184)           957        (43,693)
                                                       -----------    -----------    -----------
     Total Other Income (Expense)                         (514,822)      (104,939)    (1,109,152)
                                                       -----------    -----------    -----------

LOSS BEFORE MINORITY INTEREST                           (1,804,949)    (2,843,713)    (9,161,179)

MINORITY INTEREST                                             --          176,456      1,226,671
                                                       -----------    -----------    -----------

NET LOSS                                               $(1,804,949)   $(2,667,257)   $(7,934,508)
                                                       ===========    ===========    ===========

NET LOSS PER COMMON SHARE -
  BASIC AND DILUTED                                    $     (0.01)   $     (0.02)
                                                       ===========    ===========

WEIGHTED AVERAGE SHARES OUTSTANDING-
  BASIC AND DILUTED                                    150,552,596    128,059,933
                                                       ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       31
<PAGE>
                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE PERIOD FROM FEBRUARY 2, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2002
<TABLE>
<CAPTION>
                                                                                Accumulated
                                                                                   Other                   Deficit
                                                                                  Compre-                Accumulated
                                                    Common Stock     Additional   hensive                  During
                                  Common Stock      to be issued       Paid-In    Income      Deferred   Development
                               Shares     Amount  Shares    Amount     Capital    (Loss)    Compensation   Stage          Total
                             ----------  -------  -------  --------  ----------  ---------  ------------ -----------   -----------
<S>                         <C>          <C>      <C>      <C>       <C>         <C>         <C>         <C>           <C>
Balance at
  February 2, 1999
  (inception)                        --  $    --       --  $     --  $       --  $      --   $      --   $        --   $        --

Issuance of shares to
  founders for cash          20,000,000    4,000       --        --      16,000         --          --            --        20,000

Issuance of shares for
  cash, net of $27,210
  issuance costs             49,250,000    9,850       --        --     594,190         --          --            --       604,040

Issuance of shares
  for services                  750,000      150       --        --       7,350         --          --            --         7,500

Issuance of shares
  in a private placement,
  net of $59,531
  issuance costs             12,500,000    2,500       --        --   2,437,969         --          --            --     2,440,469

Net loss for the period              --       --       --        --          --         --          --      (419,443)     (419,443)
                            -----------  -------  -------  --------  ----------  ---------   ---------   -----------   -----------

Balance at
  December 31, 1999          82,500,000  $16,500       --        --  $3,055,509         --          --   $  (419,443)  $ 2,652,566

Issuance of shares to
  Stampville.Com founders     5,000,000    1,000       --        --     199,000         --          --            --       200,000

Issuance of shares for cash   9,000,000    1,800       --        --     448,200         --          --            --       450,000

Conversion of note payable
  to affiliate to
  common stock at
  $0.04 per share            23,283,356    4,657       --        --     926,677         --          --            --       931,334

Granting of stock options
  for services                       --       --       --        --     500,000         --    (400,000)           --       100,000

Net loss                             --       --       --        --          --         --          --    (2,973,666)   (2,973,666)
                            -----------  -------  -------  --------  ----------  ---------   ---------   -----------   -----------

Balance at
  December 31, 2000         119,783,356  $23,957       --        --  $5,129,386         --   $(400,000)  $(3,393,109)  $ 1,360,234

Cancellation of
  stock options
  for services                       --       --       --        --    (400,000)        --     400,000            --            --

Granting of
  stock options
  for services                       --       --       --        --      75,000         --          --            --        75,000

Issuance of
  shares for cash             8,174,600    1,635       --        --     660,826         --          --            --       662,461

Issuance for
  shares to purchase
  Australian securities       7,018,697    1,403       --        --     700,466         --          --            --       701,869

Comprehensive Loss:
Net Loss                             --       --       --        --          --         --          --    (2,613,501)   (2,613,501)

Unrealized gain on
  Australian marketable
  securities                         --       --       --        --          --    317,524          --            --       317,524
                            -----------  -------  -------  --------  ----------  ---------   ---------   -----------   -----------

Comprehensive Loss                                                                                                      (2,295,977)
                                                                                                                       -----------
Balance at
  December 31, 2001
  (as previously
  reported)                 134,976,653  $26,995       --        --  $6,165,678  $ 317,524          --   $(6,006,610)  $   503,587
</TABLE>
          See accompanying notes to consolidated financial statements.


                                       32
<PAGE>
                               AVENUE GROUP, INC.
                (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE PERIOD FROM FEBRUARY 2, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2002
<TABLE>
<CAPTION>
                                                                                Accumulated
                                                                                   Other                   Deficit
                                                                                  Compre-                Accumulated
                                                    Common Stock     Additional   hensive                  During
                                  Common Stock      to be issued       Paid-In    Income      Deferred   Development
                               Shares     Amount  Shares    Amount     Capital    (Loss)    Compensation   Stage          Total
                             ----------  -------  -------  -------- -----------  ---------  ------------ -----------   -----------
<S>                         <C>          <C>      <C>      <C>      <C>          <C>         <C>         <C>           <C>
Prior period adjustment -
  error in reporting
  foreign currency
  translation                        --       --       --        --          --    122,949          --      (122,949)           --
                            -----------  -------  -------  -------- -----------  ---------   ---------   -----------   -----------

Balance at
  December 31, 2001
  (as restated)             134,976,653  $26,995       --        --  $6,165,678  $ 440,473          --   $(6,129,559)  $   503,587

Issuance of shares
  to purchase Streamcom
  assets, January at
  $.0038 per share           10,000,000    2,000       --        --      45,185         --          --            --        47,185

Issuance of shares
  for services,
  April at $.10
  per share                   1,700,000      340       --        --     169,660         --          --            --       170,000

Issuance of shares
  for consulting
  services, November
  at $.27 per share           1,000,000      200       --        --     269,800         --    (225,000)           --        45,000

Issuance of shares
  in private placement
  for cash, net in
  October at $.10 per share  10,250,000    2,050       --        --     938,572         --          --            --       940,622

Issuance of shares
  in private placement
  in exchange for debt,
  November at $.10
  per share                   2,600,000      520       --        --     256,113         --          --            --       256,633

Issuance of shares
  in private placement
  in exchange for
  cancellation of debt,
  November at $.10 per share  3,915,850      784       --        --     390,802         --          --            --       391,586

Issuance of shares
  in private placement
  for cash, net
  November at $.25 per share 11,800,000    2,360       --        --   2,866,535         --          --            --     2,868,895

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

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

Issuance of
  purchase option                    --       --       --        --     500,000         --          --            --       500,000

Granting of
  stock options
  for services                       --       --       --        --     100,052         --     (70,000)           --        30,052

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

Comprehensive loss:

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

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

Unrealized loss on
  Australian Marketable
  Securities                         --       --       --        --          --   (332,031)         --            --      (332,031)
                            -----------  -------  -------  -------- -----------  ---------   ---------   -----------   -----------

Comprehensive loss                                                                                                      (2,294,806)
                                                                                                                       -----------
BALANCE,
  DECEMBER 31, 2002         176,242,503  $35,249  650,000  $258,750 $11,552,147  $ (49,384)  $ 295,000)  $(7,934,508)  $ 3,567,254
                            ===========  =======  =======  ======== ===========  =========   =========   ===========   ===========
</TABLE>
          See accompanying notes to consolidated financial statements.

                                       33
<PAGE>
                               AVENUE GROUP, INC.
                        (FORMERLY I.T. TECHNOLOGY, INC.)
                                AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD
           FROM FEBRUARY 2, 1999 (INCEPTION) THROUGH DECEMBER 31, 2002
<TABLE>
<CAPTION>
                                                                                        For the Period from
                                                                                         February 2, 1999
                                                                                          (Inception) to
                                                                              2001       December 31, 2002
                                                             2002         (As Restated)    (As Restated)
                                                          -----------     ------------- -------------------
<S>                                                       <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                 $(1,804,949)     $(2,667,257)     $(7,934,508)
 Adjustments to reconcile net loss to
 net cash used in operating activities:
  Depreciation and Amortization                                96,000          437,488        1,307,021
  Write-down of inventory                                      17,000           17,013           34,013
  Impairment loss on goodwill                                      --        1,360,923        1,360,923
  Impairment loss on Australian marketable securities         355,868               --          355,868
  Write-down of investment in VideoDome                            --               --          250,000
  Equity in losses of Stampville.Com, Inc.                         --               --          185,955
  Minority interest in consolidated subsidiary                     --         (176,456)      (1,226,671)
  Non-monetary compensation                                   245,052           75,000          427,552
  Loss on disposal of fixed assets                             27,766               --           42,076
  Loss of sale of Australia marketable securities              50,790           16,017           66,807
  Amortization of debt discount                                    --             (874)            (874)
 Changes in operating assets and liabilities:
  (Increase) in accounts receivable                            (8,118)         (11,533)         (20,175)
  Decrease in inventory                                            --           13,049          (15,554)
  (Increase) decrease in prepaid and other assets              (8,958)           8,366         (158,888)
  (Decrease) in accounts payable                               (7,851)         (12,676)          (4,606)
  Increase (decrease) in accrued expenses                     261,155          (46,026)         384,777
  (Decrease) in customer advances                                  --          (15,035)              --
                                                          -----------      -----------      -----------
        Net Cash Used In Operating Activities                (776,245)      (1,002,001)      (4,946,284)
                                                          -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment in VideoDome                                           --         (222,993)        (722,993)
 Investment in Stampville.Com, Inc.                                --               --         (598,522)
 Investment in Turkish oil leases                          (1,609,500)              --       (1,609,500)
 Purchases of property and equipment                           (4,857)         (30,872)        (359,460)
 Proceeds from the sale of building                           521,187               --          521,187
 Proceeds from the sale of
  Australian marketable securities                            157,521           76,788          234,309
                                                          -----------      -----------      -----------
        Net Cash Used In Investing Activities                (935,649)        (177,077)      (2,534,979)
                                                          -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 (Payments made) proceeds received from notes payable        (662,000)         493,817        1,113,151
 Proceeds from issuance of common stock, net                3,809,517          662,461        7,986,487
 Proceeds from stock to be issued                             100,000               --          100,000
 Proceeds from issuance of options                            500,000               --          500,000
                                                          -----------      -----------      -----------
        Net Cash Provided By Financing Activities           3,747,517        1,156,278        9,699,638
                                                          -----------      -----------      -----------

Effect of foreign currency translation on cash                (15,432)              --          (70,600)
                                                          -----------      -----------      -----------

Net Increase (Decrease) In Cash                             2,020,191          (22,800)       2,147,775

CASH AT BEGINNING OF PERIOD                                   127,584          150,384               --
                                                          -----------      -----------      -----------

CASH AT END OF PERIOD                                     $ 2,147,775      $   127,584      $ 2,147,775
                                                          ===========      ===========      ===========

NON-CASH ACTIVITIES:

Common stock issued to purchase
 Australian marketable securities                         $        --      $   701,900      $   701,900

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

Issuance of 6,515,850 shares of
 common stock for cancellation of debt                    $   648,219      $        --      $   648,219
</TABLE>
          See accompanying notes to consolidated financial statements.

                                       34
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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 businesses through
interests in its operating subsidiaries, Avenue Energy, Inc. ("Avenue Energy"),
Stampville.Com Inc. ("Stampville") and VideoDome.com Networks, Inc.
("VideoDome"), and through its 25% interest in ROO Media Corporation ("ROO")
(collectively referred to as the "Company"). Avenue Group has three wholly-owned
subsidiaries, I.T. Technology Pty. Ltd., which furthers its operations in
Australia; Avenue Energy, Inc., which was recently 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 owns 50% of VideoDome.
Avenue Group, Inc. currently owns 50.1 % of Stampville and 25% of ROO.

The Company is a development stage enterprise, with limited sales, its
activities through December 31, 2002 have been principally devoted to raising
capital, establishing Avenue Energy, acquiring equity interests in Stampville,
VideoDome, ROO and the assets and business infrastructure of Streamcom Pty Ltd,
plus other efforts. In July 2002, the Company relocated its principal offices to
California, though it still maintains an office in Melbourne Australia.

Stampville has developed its web-site 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. ROO is a development
stage enterprise aggregating and distributing online digital media content.

Additionally, the Company has incurred losses since inception, and management
anticipates incurring substantial additional losses as it pursues its
strategies. Additionally, Avenue Group 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.

On November 11, 2002, Avenue Energy entered into a Stock Purchase Agreement with
a company controlled by Dr. Jaap Poll, to acquire up to 36% of the outstanding
capital stock of Anzoil (Thailand) Pty Ltd, ("AT"). AT'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) approximately $1.8 million in
cash. The consummation of the AT shares is subject to the approval of the
government of Thailand. It is currently anticipated that the purchase of the AT
shares will be consummated in April or May of 2003. There can be no assurances
that the Company will acquire AT shareholder approval or the AT shares with
attendant rights in oil and gas properties leased from the government of
Thailand and located in the Gulf of Thailand. (See Notes 8 and 10)

On November 18, 2002, Avenue Energy entered into the Farmin and Participation
Agreement with the Sayer Group Consortium and Middle East Petroleum Services
Limited, pursuant to which Avenue Energy acquired an option that allows us to
participate in and acquire a 45% working interest in up to 31 exploration
licenses and 2 production leases held by the Sayer Group in Turkey. (See Note 8)

During 2002, the Company had private placements in which it issued common stock
for cash and the cancellation of debt. (See Note 5)

                                       35
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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.

(C) MARKETABLE SECURITIES
-------------------------

Investments in Australian marketable securities have been designated as
available for sale. These securities are reported at market value, with net
unrealized gains and losses included in equity. 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. During the twelve months ended December 31, 2002, the
Company determined that the unrealized loss on its marketable securities was
other than temporary and recognized a permanent impairment amounting to $355,869
in the quarter ended September 30, 2002.

(D) PROPERTY AND EQUIPMENT
--------------------------

Property and equipment are stated at cost. Depreciation is provided for using
the straight-line method of accounting over the estimated useful lives ranging
from 5 to 25 years. Also see Notes 3 and 9 for the sale of property during 2002.

(E) 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.

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

The carrying value of financial instruments including receivables, accounts
payable, accrued expenses and debt, approximates their fair values at December
31, 2002 and 2001 due to the relatively short term nature of these instruments.

(G) ASSET IMPAIRMENTS
---------------------
The Company periodically reviews the carrying value of certain of its assets in
relation to historical results, current business conditions and trends to
identify potential situations in which the carrying value of assets may not be
recoverable. If such reviews indicate that the carry value of such assets may
not be recoverable, the Company would estimate the undiscounted sum of the
expected future cash flows of such assets or analyze the fair value of assets,
to determine if such sum or fair value is less than the carrying value of such
assets to ascertain if a permanent impairment exists. If a permanent impairment
exists, the Company would determine the fair value by using quoted market
prices, if available, for such assets, or if quoted market prices are not
available, the Company would discount the expected future cash flows of such
assets and would adjust the carrying value of the asset to fair value.

For the year ended December 31, 2002, the Company recorded an impairment loss of
$355,869 relating to its Australian marketable securities portfolio. See Note
2(c)

                                       36
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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

For the year ended December 31, 2001, the Company recorded an impairment loss of
$1,360,923 to write off goodwill associated with the Stampville and VideoDome
acquisitions due to recurring losses in those companies.

(H) EQUITY INVESTMENTS
----------------------

Investments in unconsolidated subsidiaries, jointly owned companies and other
investees in which the Company has a 20% to 50% interest or otherwise exercises
significant influence, are carried at cost adjusted for the Company's
proportionate share of their undistributed earnings or losses.

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

Revenues and related costs are recognized when products are shipped or services
are rendered to the customer.

(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.

(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, 2002, the Company had federal net operating loss carryforwards
amounting to approximately $5,900,000 which expire 2019 through 2022. 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) MINORITY INTEREST
---------------------

Minority interest represents the minority stockholders' proportionate share of
the equity of the Company's majority owned subsidiaries. These losses allocated
to the minority stockholders of Stampville and VideoDome exceeded the remaining
minority interest and the excess has been allocated to the Company.

(M) 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.

(N) 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.

(O) PRIOR PERIOD ADJUSTMENT
---------------------------

The consolidated balance sheet as of December 31, 2001 and the consolidated
statements of operations, stockholders' equity and cash flows for the year then
ended have been restated to correct an error for the adjustment for foreign
currency translation. The effect of the restatement was to increase the
accumulated deficit and accumulated other comprehensive income by $122,949.

                                       37
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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

Additionally, the effect was also to increase the net loss for the year ended
December 31, 2001 by $53,756. There was no effect on basic and diluted loss per
share.

(P) RECENT ACCOUNTING PRONOUNCEMENTS
------------------------------------

In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No.145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS 145 rescinds the provisions of SFAS No. 4 that requires
companies to classify certain gains and losses from debt extinguishments as
extraordinary items, eliminates the provisions of SFAS No. 44 regarding
transition to the Motor Carrier Act of 1980 and amends the provisions of SFAS
No. 13 to require that certain lease modifications be treated as sale leaseback
transactions. The provisions of SFAS 145 related to classification of debt
extinguishments are effective for fiscal years beginning after May 15, 2002.
Earlier application is encouraged.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Restructuring
Costs." SFAS 146 applies to costs associated with an exit activity (including
restructuring) or with a disposal of long-lived assets. Those activities can
include eliminating or reducing product lines, terminating employees and
contracts and relocating plant facilities or personnel. Under SFAS 146, the
Company will record a liability for a cost associated with an exit or disposal
activity when that liability is incurred and can be measured at fair value. SFAS
146 will require the Company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption encouraged. Under SFAS
146, a company cannot restate its previously issued financial statements and the
new statement grandfathers the accounting for liabilities that a company had
previously recorded under Emerging Issues Task Force Issue 94-3.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure - an
amendment of FASB Statement No. 123. SFAS 148 amends FASB Statement No. 123,
"Accounting for Stock Based Compensation" and 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.

The Company does not believe the adoption of the above standards will have a
material impact on the consolidated financial statements.

(Q) 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 $1,804,949 and a negative cash flow from operations of $776,245 for
the year ended December 31, 2002, and has an accumulated deficit of $7,934,508
as of December 31, 2002.

The Company is dependent on the proceeds of recent private placements and/or
debt or equity financing or alternative means of financing. Management plans to
rely on the proceeds of recent private placements, loans from affiliates, at
their discretion, the sale of marketable securities held by the Company and/or
debt or equity financing to finance 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 2002 for the sale
of common stock. (See Note 5(b)) The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                       38
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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

(R) 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, 2002 the Company had cash balances with a bank in excess of the
$100,000 limit insured by the Federal Deposit Insurance Corporation of
$1,996,558. Based on credit analysis of the financial institution with which it
does business, the Company believes it is not exposed to any significant risk on
cash.

NOTE 3 PROPERTY AND EQUIPMENT
------ ----------------------

Property and equipment at December 31 consists of the following:

                                     2002            2001
                                   ---------      ---------
Land                               $      --      $ 150,000
Building                                  --        488,595
Office and computer equipment        154,260        248,014
Leasehold improvements                    --         16,110
                                   ---------      ---------
                                     154,260        902,719
Less: accumulated depreciation       (93,214)      (178,351)
                                   ---------      ---------
                                   $  61,046      $ 724,368
                                   =========      =========

In March 2002, the Company sold its Land and Building. (See Note 9)

Depreciation and Amortization expense for the years ended December 31, 2002 and
2001 amounted to $41,537 and $89,763, respectively.

NOTE 4 ACCOUNTING CHANGE - GOODWILL AMORTIZATION
------ -----------------------------------------

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," under which goodwill is no longer amortized. Following is a
reconciliation of previously reported net loss to pro forma net loss excluding
goodwill amortization for the year ended December 31, 2001:

                                                                  2001
                                        2002                  (as restated)
                                     ----------                 ----------
Net loss as reported                 $1,804,949                 $2,667,257
Goodwill amortization                        --                   (261,314)
                                     ----------                 ----------
Pro forma net loss                   $1,804,949                 $2,405,943
                                     ==========                 ==========

                                       39
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 5 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

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,
with S.B. Cantor and Co., Inc ("Cantor") acting as the exclusive placement agent
for the Company. In connection with the private placements, Cantor received fees
comprised of $90,000 in cash and 250,000 restricted shares of the Company's
common stock. The restricted shares were valued at $158,750 based on the closing
price of the common stock on the date of issuance. The total Cantor 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 this offering have been principally utilized to fund Avenue
Energy's oil and gas acquisitions in Turkey, to reduce debt and for working
capital.

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;

(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.

As a result of the aforementioned transactions and cash payments outlined in
Note 9, the Company reduced its outstanding indebtedness to affiliates from
$1,026,127 as at September 30, 2002, to $84,816 as of December 31, 2002.

In November 2002, the Company engaged an affiliate of Cantor, 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

                                       40
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 5 CAPITALIZATION - CONTINUED
------ --------------------------

issuance. The Company will amortize 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.

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.

Pursuant to a private placement dated September 14, 2001, the Company issued
3,100,000 shares of its restricted common stock for net proceeds of $155,000.

On June 25, 2001, the Board of Directors of Avenue Group approved the issuance
of 7,018,697 shares of its restricted common stock at $0.10 per share to various
companies that were affiliates of an officer of Avenue Group, in consideration
for marketable securities traded on the Australian Stock Exchange. The market
value of the securities was $701,869.

On February 14, 2001, the Company's registration statement filed on Form SB-2
with the Securities and Exchange Commission (SEC) covering the offer and sale of
up to 25 million of its shares of common stock at $0.10 per share in an Initial
Public Offering was declared effective. The Company sold 5,074,600 shares for
net proceeds of $507,460 through this offering.

On November 6, 2000, the Board of Directors of the Company approved the issuance
of 23,283,356 post-split shares of common stock to Ledger Technologies Pty. Ltd.
through conversion of $931,334 in debt at $0.04 per share.

On October 11, 2000, the Company issued 9,000,000 shares of common stock to
Sunswipe Australasia Pty. Ltd., a related party, at a purchase price of $0.05
per share.

On September 28, 2000, the Board of Directors approved a restructuring plan,
including a five-to-one forward split of the Company's common stock.
Shareholders approved this stock split on November 6, 2000 and all shares are
stated on a post split basis.

On October 26, 1999, the Company issued 12,500,000 post-split shares of common
stock to Instanz Nominees Pty. Ltd., at a purchase price of $0.20 per share
excluding offering costs of $59,531.

The Company issued 50,000,000 shares of common stock in 1999 to various
companies that were affiliates of certain officers of Avenue Group at purchase
prices between $0.01 and $0.025 per share (aggregate of $631,250), excluding
offering costs of $27,120.

The Company issued 20,000,000 shares of common stock in 1999 to the founders
through controlled companies at a purchase price of $0.001 per share (aggregate
of $20,000).

                                       41
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 6 INVESTMENT IN STAMPVILLE.COM
------ ----------------------------

Pursuant to the terms of a Stock Purchase Agreement dated June 18, 1999, Avenue
Group acquired a 6% equity interest in the common stock of Stampville, an
unrelated party, and had an option to acquire additional shares representing up
to an additional 19% (for a total of 25%) of Stampville common stock at its sole
discretion in various amounts up to an aggregate of $5,000,000 over three years.
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. Stampville is a development stage enterprise.

On December 8, 1999, the Stock Purchase Agreement was amended to accelerate the
payment terms contained in the original Stock Purchase Agreement, which would
allow Avenue Group to own an immediate 50.1% of Stampville's common stock.

On October 13, 2000, the Stock Purchase Agreement was further amended to allow
Avenue Group to retain 50.1% of Stampville's common stock in return for
$2,741,250 already paid. As partial consideration for entering into the amended
stock purchase agreement, Avenue Group agreed to issue 5,000,000 shares of
common stock to a principal of Stampville.

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.

On February 28, 2001, Stampville amended its Certificate of Incorporation to
increase the number of authorized shares of common stock to Five Hundred Million
(500,000,000) shares of common stock with a par value of $.0001 per share. On
the same date, Stampville effected a stock dividend equal to 1,500 shares for
every 1 share of common stock owned.

In April, 2001, the Company and Stampville determined it to be in Stampville's
best interests to take advantage of the lower Australian currency and
significant cost savings and operating advantages that would result through the
relocation of important aspects of its operations, including finance,
development and maintenance of its websites to the Company's offices in
Melbourne, Australia, whilst maintaining the New York branch of Stampville to
focus more on fulfillment, delivery and sales efforts.

During the year ended December 31, 2001, the Company recorded an impairment loss
of approximately $1,300,000 to write off goodwill associated with the Stampville
acquisition due to the recurring losses in that company.

Subsequently 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, Messrs Malamud and Popack 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. Messrs Malamud
and Popack have recently been implementing a more comprehensive strategy to
advance Stampville's prospects.

                                       42
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 7 INVESTMENT IN VIDEODOME
------ -----------------------

On March 24, 2000, the Company entered into an option agreement to acquire up to
a 50.1% equity interest in VideoDome. On April 10, 2000, the Company invested an
initial $150,000 for a 5% equity interest in VideoDome. On July 28, 2000 the
Company invested a further $150,000 for an additional 5% equity interest. An
option to acquire a further 40.1% equity interest for approximately $5,000,000
upon completion of due diligence, receipt from VideoDome of audited financial
statements, and the raising of sufficient funds to complete the potential
investment in VideoDome expired on October 31, 2000. Management has written off
its investment as a result of the recurring losses in VideoDome and to reflect
uncertainty in the market, the broad decline in the market value of technology
companies and the high degree of risk associated with development stage
enterprises.

The Company and VideoDome subsequently entered into a newly amended and restated
Stock Option Agreement, granting the Company the right to increase its then
holding of 10% of VideoDome and initially acquire up to 25% of the outstanding
capital stock of VideoDome at an exercise price of $1,000,000 payable in ten
monthly installments, with subsequent options to move to 50.1% and potentially
beyond. The Company had invested a total of $721,000 through to July 2, 2001,
when it entered into a new Shareholders Agreement with VideoDome, replacing the
previous agreement.

Under the new Shareholders Agreement, the Company invested an additional
$150,000 in VideoDome and converted its interest in VideoDome from shares of
Series A Preferred Stock to a 50% equity interest in VideoDome's common stock.
The Company accounted for the additional investment under the purchase method of
accounting since the Company exercises significant influence over the operations
of VideoDome. Under the purchase method the operating results of VideoDome, have
been included in the Company's consolidated financial statements since the date
of acquisition. The excess of the fair value of the assets acquired and
liabilities assumed of approximately $62,000 was written off during the third
quarter of 2001 due to the recurring losses in VideoDome. Since the Company had
previously accounted for its investment in VideoDome under the equity method,
the pro forma results of the acquisition do not differ materially from the
amounts already presented.

NOTE 8 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 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 ("AT"). AT's assets include a contract to
acquire: (i) 100% of the offshore petroleum concession Block B7/38 located in
the Gulf of Thailand (the "Concession") and (ii) approximately US$1.8 million in
cash (the "AT Agreement").

Upon the closing of the transaction, the Company will issue to Dr. Poll's
company 20,000,000 shares of its restricted Common Stock ("Shares") for 36% of
AT's outstanding shares. The closing of the transactions contemplated by the AT
Agreement is subject to final Thai Government ratification, completion by AT of
contracts with the holder of the Concession and the consent of AT's other
shareholders, which the Company now understands are anticipated to be achieved
by May, 2003. Upon acquiring the Concession, 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 AT specifically for this program - estimated to be US $1.8
million).

Thailand Block B7/38 has three drillable prospects identified by 3D seismic
coverage as well as a host of follow up structural and stratigraphic leads in a
basin with proven oil potential. The Company believes that these prospects have
substantial oil potential as a result of the Shell Nang Nuang oil discoveries
immediately adjacent to AT's drilling targets. Approximately US $4 million has
already been spent on pre drilling exploration within the Concession.

In addition, Avenue Energy entered into a consulting agreement with Dr. Poll and
a company controlled by him pursuant to which Dr. Poll will become Avenue
Energy's Director of Exploration, 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.

There can be no assurances that the Company will acquire AT shareholder approval
or the AT shares with attendant rights in oil and gas properties leased from the
government of Thailand and located in the Gulf of Thailand.

                                       43
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 8 AVENUE ENERGY- CONTINUED
------ ------------------------

On November 18, 2002, Avenue Energy entered into the Farmin and Participation
Agreement with the Sayer Group Consortium and Middle East Petroleum Services
Limited, pursuant to which Avenue Energy paid $250,000 to acquire an option that
allows us to participate in and acquire a 45% working interest in up to 31
exploration licenses and 2 production leases held by 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, provided we are
an active right holder in an exploration or production lease with the Sayer
Group. This agreement was amended on December 20, 2002 to extend the due dates
with respect to the payment of the option price for the initial well. On
December 20, 2002 Avenue Energy notified the Sayer Group of its intention to
exercise the initial option to purchase a 35% interest in the Tosun-1 well for
$2 million under the agreement, as amended. This amount included the initial
$250,000 deposit, a further amount of $1.25 million paid on December 20, 2002
and $500,000 paid on February 10, 2003. The $500,000 has been accrued by the
Company in the accompanying consolidated balance sheet at December 31, 2002. In
connection with the Company's investment, $109,500 of legal expenses were
capitalized since such costs were directly related to the interest acquisition.
Avenue Energy subsequently exercised its option to increase its participation in
the Tosun-1 well to 45% (see Note 13); thereby requiring an additional $500,000
payment, which is due shortly after the Tosun -1 well reaches its total depth.
In the event of a discovery at the Tosun-1well, Avenue Energy's contribution
towards electric logging, running a production string, testing and completion
costs is capped at $250,000.

In addition, under the Farmin and Participation Agreement, as amended, as a
result of Avenue Energy's exercise of the option with respect to the Tosun-1
well, Avenue Energy has an option to acquire up to a 45% interest in the
Karakilise License. In order to exercise this option with respect to the
Karakilise License, Avenue Energy is required to notify the Sayer Group no later
than 45 days prior to the proposed date for the spudding (commencement of
drilling) on the Karakilise-1 well. The Sayer group is obligated to notify
Avenue Energy no later than 90 days prior to the proposed spudding of the
Karakalise-1 well. The option exercise price is $2 million, plus up to an
additional $250,000 of additional costs in the event hydrocarbons are discovered
at the Karalise-1 well. (See Note 13)

Avenue Energy has also negotiated the option to participate in the further
development of one of the Sayer Group's currently producing oilfields, the Kahta
Field. Under this arrangement, Avenue Energy has the option to recover its
investment in Tosun-1 and Karakilise-1 (if exercised). This option which is
exercisable until 60 days after the completion or abandonment of the Tosun-1
well, would require 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 Avenue Energy of $150,000 per well for workovers and
$400,000 per well for each new well. Avenue Energy will receive 95% of net
revenues from these wells until it recovers 100% of its entire investment in
Tosun-1, Karakilise-1 (if exercised) and the Kahta Field and thereafter will
receive 45% of net revenues from these Kahta wells. In addition, upon the
occurrence of either Avenue Energy's exercise of the Karakilise option or 60
days after the completion or abandonment of the Karikilise-1 well, Avenue Energy
will acquire an additional option to participate in up to a 45% interest in the
remaining leases and licenses outlined in the Farmin and Participation Agreement
held by the Sayer Group in Turkey.

NOTE 9 NOTES AND LOANS PAYABLE
------ -----------------------

Notes and Loans payable consists of the following:

                                             December 31,     December 31,
                                                2002              2001
                                             -----------      -----------

Property loan                                $        --      $   349,355
Loan from Ledger Technologies Pty. Ltd.               --          563,343
Loan from Instanz Nominees Pty. Ltd.              84,816          168,468
Loan from Sunswipe Australasia Pty. Ltd.              --          110,159
Loan from Sunswipe Australasia Pty. Ltd.              --          110,381
                                             -----------      -----------
                                                  84,816        1,301,706
 Less: current portion                           (84,816)        (952,351)
                                             -----------      -----------
 Long-Term debt                              $        --      $   349,355
                                             ===========      ===========

                                       44
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 9 NOTES AND LOANS PAYABLE- CONTINUED
------ ----------------------------------

Notes and loans payable consists of:

(i)      In June 2001, the Company refinanced a note payable in connection with
         its purchase of the building housing its executive offices at 34-36
         Punt Road Windsor, Victoria Australia ("the Premises"). A new 3-year
         financing facility was entered into, with a note payable of $683,000
         Australian dollars, which as of December 31, 2001 was approximately
         $349,355 USD. Such indebtedness had interest at the rate of 7.75% per
         annum and was repayable in July 2004. The loan required monthly
         payments of interest only and was guaranteed by a shareholder of the
         Company.

         On February 4, 2002, the Company entered into a sales contract for the
         Premises. The sale closed on March 25, 2002. Under the terms of the
         contract, the Company received a total consideration of $983,000
         Australian dollars, then equivalent to approximately US$503,000. The
         Company booked a net gain of approximately $7,000 on the sale. In
         connection with the closing of the sale of the Premises on March 25,
         2002, the Company paid in full the outstanding principle and accrued
         interest on a note secured by the Premises in the amount of
         approximately $ 362,000 (US).

(ii)     Ledger Technologies Pty. Ltd, a related party, had advanced the Company
         $563,343 as of December 31, 2001 and approximately $607,023, as of
         September 30, 2002, including accrued interest, to fund its working
         capital needs. The loan had interest payable at the rate of ten percent
         (10%) per annum. The Company repaid $200,000 of this note from the
         proceeds of its October private placement, with the balance being
         assigned to third parties and subsequently converted into equity in
         additional private placements and as a result this debt has been
         cancelled (See Note 5).

(iii)    On August 1, 2000, the Company borrowed $150,000 from Instanz Nominees
         Pty. Ltd., 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 its October private
         placement, leaving a balance payable of $84,816 payable at December 31,
         2002.

(iv)     On January 11, 2001, Stampville entered into a loan agreement with
         Sunswipe Australasia Pty. Ltd., a related party, for $100,000. The loan
         accrued interest at 10 percent and was payable upon a loan advance to
         Stampville by Avenue Group. Sunswipe assigned this loan to Cohero and
         subsequently the Company, in a private placement converted this into
         equity. As a result this debt has been cancelled. (See Note 5)

(v)      On January 4, 2001 VideoDome entered into a loan agreement with
         Sunswipe Australasia Pty. Ltd., a related party, for $100,000. The loan
         accrued interest at 10 percent and was payable upon a loan advance to
         VideoDome by Avenue Group. Sunswipe assigned this loan to Cohero and
         subsequently the Company, in a private placement converted this into
         equity. As a result this debt has been cancelled. (See Note 5)

With regard to the loans and accrued interest payable to affiliates described
above, upon mutual agreement of the parties, these loans to 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 these
affiliates.

NOTE 10 STOCK OPTIONS AND EMPLOYMENT AGREEMENTS
------- ---------------------------------------

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 2000 Stock
Option Plan. The 2000 Stock Option Plan became effective on February 14, 2001 in
connection with the Company's effective registration statement on Form SB-2. On
December 24, 2002, shareholders approved an amendment to the 2000 Stock Option
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 Stock Option Plan to officers, directors, employees and consultants of
the Company. No options have been granted under the 2000 Stock Option Plan as of
December 31, 2002.

At December 31, 2002, there are 1,250,000 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. The
options are exercisable at $0.10 per share. Options covering 1,000,000 shares
expire on July 30, 2003 and options covering the remaining

                                       45
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 10 STOCK OPTIONS AND EMPLOYMENT AGREEMENTS - CONTINUED
------- ---------------------------------------------------

250,000 shares expire on April 30, 2004.

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.

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. In connection with the grant, the
Company expensed the vested intrinsic value of $30,000 in the year ended
December 31, 2002 and recorded deferred compensation of $70,000 for the unvested
portion.

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.

NOTE 11 ACQUISITIONS - DIGITAL MEDIA
------- ----------------------------

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.

In April 2002, the Company elected not to proceed with a previously contemplated
acquisition of ROO Media Corporation, Inc. ("ROO"), a company owned and
controlled by Robert Petty, the Company's then President and Chief Executive
Officer.

On April 30, 2002, the Company reached an agreement with Mr. Petty pursuant to
which Mr. Petty resigned from all positions with the Company and its affiliates.
Pursuant to this agreement, the Company exercised an existing option to acquire
a 25% equity interest in ROO's capital stock on a fully-diluted basis 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. The Company will not share in the losses of ROO, however in
the event that ROO has net income in the future, the Company will then record
its share of the net income.

In October, 2001, the Company received an executed Letter of Intent with respect
to the acquisition of substantially all the assets of VideoDome dependent upon
the negotiation and execution of a definitive asset purchase agreement with
VideoDome upon terms deemed acceptable to the Company. To date no definitive
agreement has been negotiated and the Company cannot state when, if ever, such
an agreement will be negotiated. Alternatively, the Company is continuing to
explore various options for the future strategic development of VideoDome.
Daniel Aharonoff, the Company's President and a director owns the remaining 50%
of VideoDome jointly with his spouse.

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.

                                       46
<PAGE>
      AVENUE GROUP, INC. (FORMERLY I.T. TECHNOLOGY, INC.) AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE 12 SEGMENTS
------- --------

The Company operates in 3 segments, including investments in oil and gas,
digital media and e-commerce. See Note 1 for further description.
<TABLE>
<CAPTION>
                           Oil & Gas      E-Commerce    Digital Media   Corporate     Consolidated
                           ----------     ----------    -------------   ----------    ------------
<S>                        <C>            <C>            <C>            <C>            <C>
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     $   76,292     $    8,569     $   11,105     $   95,999

 Interest expense, net     $       --     $   28,171     $   11,425     $   44,383     $   83,979

 Capital expenditures      $1,501,179     $       --     $       --     $    3,678     $1,504,857

 Total assets              $2,110,646     $    3,284     $   56,976     $2,221,479     $4,392,385

December 31, 2001

 Revenues, net             $       --     $   36,798     $   17,657     $    1,252     $   55,707

 Operating loss            $       --     $  574,380     $  540,174     $1,624,220     $2,738,774

 Depreciation and
 amortization              $       --     $  159,366     $    4,973     $  273,149     $  437,488

 Interest expense, net     $       --     $   22,170     $       --     $   67,709     $   89,879

 Capital expenditures      $       --     $      459     $    2,697     $   27,716     $   30,872

 Total assets              $       --     $   47,302     $  129,604     $1,699,705     $1,876,611
</TABLE>

NOTE 13 SUBSEQUENT EVENTS
------- -----------------

Effective as of January 1, 2003 Avenue Energy has 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 serves 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.

On February 10, 2003, pursuant to Farmin and Participation Agreement as amended,
Avenue Energy exercised its option to increase its participation in the Tosun-1
well from 35% to 45%; thereby requiring an additional $500,000 payment, which is
due shortly after the Tosun -1 well reaches its total depth, expected to be by
mid April, 2003.

On March 4, 2003, pursuant to Farmin and Participation Agreement as amended,
Avenue Energy received notice from the Sayer Group that it will use reasonable
endeavors to spud the Karakalise-1 well by no later than May 15, 2003 and
notifying Avenue Energy that it has until April 18, 2003 to exercise its option
into Karakalise.

                                       47

<PAGE>

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.

                                    PART III

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

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
us under Rule 16(a)-3(e) during the most recent fiscal year and Form 5
amendments thereto furnished to us during the most recent fiscal year, we
believe that no officer, director or beneficial owner of more than 10% of our
common stock failed to file on a timely basis as disclosed in the above Forms
under Section 16(a) of the Act during the fiscal year ended December 31, 2002
and for prior years except: (i) Robert Petty, our former President and Chief
Executive Officer, who filed two Form 4 Reports on November 6, 2002 with the
first Form 4 relating the cancellation of options to purchase 8,750,000 shares
of our common stock and the acquisition of options to purchase 5,000,000 shares
of our common stock on October 20, 2000 and the second Form 4 relating to his
cancellation of options to purchase 5,000,000 shares of our common stock and
acquisition of 1,250,000 shares of common stock on July 30, 2001and May, 2002
respectively; (ii) Yam-Hin (Jim) Tan our Chief Financial Officer who filed a
Form 4 on October 15, 2002 relating to his acquisition of options to purchase
1,000,000 shares of our common stock on September 12, 2002 and (ii) the failure
to file Form 3S by Rentmobile Pty. Ltd. and Hillsdale Downs Pty. Ltd. entities
incorporated under the laws of Australia, in connection with their acquisition
of options to purchase 50,000,000 shares of our common stock for $.04 per share
or 22.1% of the shares currently outstanding, which vested and became
exercisable in April, 2002.

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, 2002. The background of each of the individuals identified in the table
follows the table.

NAME                AGE      POSITION(S) HELD
Daniel Aharonoff     32      President and Director

Jonathan Herzog      31      Chairman of the Board, Executive Vice President,
                             Secretary and Director

Jim Tan              58      Chief Financial Officer and Director

DANIEL AHARONOFF - PRESIDENT AND DIRECTOR

Mr. Daniel Aharonoff has served as director and President of Avenue Group, Inc.
since May 2002. 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.

JONATHAN HERZOG - FOUNDER, CHAIRMAN OF THE BOARD, EXECUTIVE VICE PRESIDENT AND
DIRECTOR

Mr. Jonathan Herzog was the original founder of Avenue Group, Inc. and served as
our Chief Financial Officer from February 1999 to August 2001, when he filled a
vacancy to become our Chairman of the Board and Chief Executive Officer. Mr.
Herzog has also served as the President of our newly formed subsidiary Avenue
Energy, Inc. since its formation in 2002. Since November 2001, Mr. Herzog has
served as our Executive Vice President and in May 2002 was once again appointed
as our 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. After attending the Rothberg School at Hebrew
University in Jerusalem in 1991, he received a Bachelor of Economics Degree from
Monash University in Melbourne, Australia. Mr. Herzog is also Fellow of the
Australian Institute of Company Directors since 1993. Jonathan Herzog is Levi
Mochkin's brother in law.

                                       48
<PAGE>
JIM TAN - CHIEF FINANCIAL OFFICER AND DIRECTOR

Mr. Jim Tan is a Chartered Accountant in Australia. Mr. Tan has served as our
Chief Financial Officer since August 2001. Mr. Tan joined Avenue Group, Inc. in
May 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.

DIRECTORS AND EXECUTIVE OFFICERS OF AVENUE ENERGY

The following table sets forth, as of March 15, 2003, the name, age and position
within Avenue Energy of each of its executive officers and directors. The
background of each of the individuals identified in the table follows the table.

NAME                                 AGE    POSITION(S) HELD

Jonathan Herzog                       31    President and Director

Jim Tan                               58    Chief Financial Officer and Director

Dr. Jacob Jan (Jaap) Kornelius Poll   63    Director of Exploration and Director

Levi Mochkin                          40    Director of Operations and Director

Detailed biographies on Jonathan Herzog and Jim Tan above in the section
described "Directors and Executive Officers of Avenue Group"

DR. JACOB JAN (JAAP) KORNELIUS POLL - DIRECTOR OF EXPLORATION AND DIRECTOR

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 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 PNG's largest public company. Upon
his return to Australia in late 1993, Jaap continued his involvement with Anzoil
as Executive Chairman and became a director of various public and private
resource companies. In September 2001, Dr Poll left Anzoil and negotiated a
management buy-out of projects Anzoil held in Thailand and Indonesia.

From April 2002 to March 2003, Dr Poll was a Director of a Vancouver based
resource company Great Panther Inc. In November 2002, Dr Poll entered into a
Management Services Agreement with Avenue Energy Inc and shortly thereafter
became a Director of that company. Dr Poll obtained several "Best Paper" awards
during his career and was awarded Distinguished Life Membership of the Petroleum
Exploration Society of Australia. He is an accredited professional member of the
American Association of Petroleum Geologists and a Certified Arbitrator and
Mediator.

LEVI MOCHKIN - DIRECTOR OF OPERATIONS AND DIRECTOR

Since November 2002 Mr. Mochkin has served as a director of Avenue Energy and as
its Director of Operations. Previously, he served as our Chairman of the Board
and Chief Executive Officer from mid 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. 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 on 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 of Mendel
Mochkin who is engaged by us as a part time consultant to provide us with
certain assistance and support services, predominantly in New York.

                                       49
<PAGE>

From 1999 through 2002, Mr. Mochkin was predominantly 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 "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 Corporations Act of 2001 which "prohibit trading on the stock market
that may give a false and misleading appearance in relation 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 request
a review of the undertaking and may ask that the undertaking be rescinded at any
time.

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 2002. Except for Jim Tan, 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, 2002. During the Company's fiscal year ended December 31, 2002 and
for each of the two preceding fiscal years no executive officer of the Company,
with the exception of Robert Petty and Daniel Aharonoff as outlined below,
received compensation, including salary and bonuses in excess of $100,000.

                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                        ANNUAL COMPENSATION
Name and
Capacity in
Which Served           Year         Salary               Bonus        All Other
------------           ----         ------               -----        ---------

Daniel Aharonoff       2000         N/A                  -            N/A
President              2001         58,000   (2)         -            8,000
                       2002         73,800   (2)         -           17,300

Jonathan Herzog        2000         72,800   (1)(3)      -            -
Executive Vice         2001         64,700   (1)(3)      -            -
President and          2002         76,000   (1)(3)      -            -
Chairman
of the Board

Yam-Hin Tan            2000         0                    -            N/A
Chief Financial        2001         19,260   (1)(4)      -            (1)(4)
Officer                2002         32,378   (1)(4)      -            (1)(4)

Robert Petty           2000        135,478   (6)         -            (6)
Former President       2001         76,000   (6)         -            -
and Chief              2002         14,000   (6)         -            (6)
Executive Officer

Henry Herzog           2000         21,000   (7)         -            -
Former                 2001              0               -            -
President              2002         12,000   (7)         -            -

Levi Mochkin           2000         32,000   (5)         -            -
Former                 2001              0               -            -
Chief Executive        2002         N/A      (5)         -            -
Officer

                                       50
<PAGE>

(1) Does not include the statutory requirement of an additional 8%-9% that the
Company is 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.

(2) Mr. Aharonoff only became a director and President of the Company in May
2002. However, in July 2001, VideoDome, of which Mr. Aharonoff is the Chief
Executive Officer, became a 50% owned subsidiary of the Company and is funded by
the Company, 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 $4000 per month from us directly. In addition, Mr. Aharonoff
receives compensation including salary, car and health benefits, equivalent to
approximately $5530 per month directly from our 50% owned subsidiary VideoDome,
of which he is the Chief Executive Officer. During our fiscal year ended
December 31, 2002 Mr. Aharonoff received compensation from us and VideoDome of
$77,000, 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 is
currently receiving a salary of $2000 per month notwithstanding the car and
health benefits mentioned above. 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 founded
Avenue Group, Inc. and has served in various capacities for us, received a
salary of approximately $73,800 and $64,700 during the fiscal years ended
December 31, 2002 and 2001, respectively. 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. In recent
months and due to the Company's increased activities, Mr. Herzog has recently
been receiving this maximum amount.

(4) Mr. Jim Tan, our Chief Financial Officer currently receives approximately
$3,200 per month in compensation and was recently granted 1,000,000 options to
acquire common stock exercisable at $0.10 per share. These options vest
quarterly over the next twelve months and vesting is dependent upon Mr. Tan's
continued employment with us.

(5) Effective as of January 1, 2003 Avenue Energy has 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
serves 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.

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. Mr. Mochkin resigned as Chief Executive Officer and a Director
in August 2001. Notwithstanding the above, in February and April of 2000, our
Board agreed 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. In addition, as discussed
below under "Certain Transaction," certain affiliates of Mr. Mochkin have 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 years ended December 31, 2001 and 2000, Mr. Petty
through his consulting firm, Petty Consulting, Inc., received compensation from
us and our affiliated entities of approximately $76,000 and $135,500,
respectively. From December 1999 to November 2001 Mr. Petty served as an
executive with us in various capacities. Prior to October, 2000, Mr. Petty, had
entered into simultaneous consulting agreements with both us and Stampville,
whereby he received approximately $110,000 per annum plus the provision of
accommodation while living in New York. Under revised 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.

(7) Henry Herzog, a former President and director, temporarily relocated to New
York from May 2000 until August of 2000, during which time he received
compensation of approximately $21,000 plus travel expenses. Mr. Herzog resigned
as President in November 2001 and as a director in February 2002. Recently our
Board of Directors has once again engaged Mr. Herzog in a consulting capacity at
a rate of $4000 per month, assisting us in locating and negotiating potential
transactions, including but not limited to ongoing discussions and negotiations
with respect to potential and existing oil exploration ventures. In connection
with this, from October through December 2002, he received $12,000.

                                       51
<PAGE>

As of October 15, 2002, 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.

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, 2002, 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 15, 2003, there were 176,492,503 shares of our common stock, which
were issued and outstanding. In addition, there are 51,750,000 shares which are
subject to outstanding options which are exercisable within the 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 15, 2003, 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

                                          Number of Shares
                                          of common stock            Percent of
   Name of Shareholder                          Held                  Class(1)
   -------------------                          ----                  --------
   Levi Mochkin                            70,802,053 (2) (3)(4)(5)     40.1%
   Rentamobile P/L                         50,000,000 (6)               22.1%
   Hillsdale Downs Pty Ltd                 50,000,000 (6)               22.1%
   Instanz Nominees Pty Ltd                18,500,000 (7)               10.5%
   Shaya Boymelgreen                       14,000,000 (8)                7.9%
   Jonathan Herzog                         10,000,000 (5)(9)             5.7%
   Henry Herzog                            10,000,000 (10)               5.7%
   Pacific & Orient Investments Ltd         9,891,000                    5.6%
   Daniel Aharonoff                            20,000 (5)(11)            *
   Dr. Jaap Poll                                    0 (12)               *
   Yam-Hin (Jim) Tan                          750,000 (13)               *
   All directors and officers as a group   81,572,053 (14)              46.0%
   (5 individuals)

o        Represents less than 1% of the outstanding common stock

(1) Based upon 176,492,503 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 15, 2003 or within 60 days thereafter.

(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, a director of Avenue Energy and its Director of Operations and a
former Chief Executive Officer and director of Avenue Group, Inc., 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, is a director of Ledger and Sunswipe.
Lisa Mochkin is also the sister of Jonathan Herzog our Chairman and Executive
Vice President.

(4) The Company has entered into a voting agreement with Levi Mochkin pursuant
to which all of the shares beneficially owned by him or his affiliates, will be
voted in a like manner with those of our remaining shareholders.

(5) The shares beneficially owned by Mr. Mochkin and certain of our 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 our common stock held by them
without first obtaining the written consent of Kensington Capital.

 (6) Includes 50,000,000 shares issuable jointly to Rentamobile P/L and
Hillsdale Downs Pty Ltd upon the exercise of an option held by such parties at
$0.04 per share. Each of the parties may be deemed to have shared voting and
dispository power over these shares.

                                       52
<PAGE>

(7) Helen Abeles, a former director of Avenue Group, Inc. is an affiliate of
Instanz.

(8) Includes 12,000,000 shares held by Mr. Boymelgreem as Trustee for the Shaya
Boymelgreem Trust.

(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 10,000,000 shares held by Riccalo Pty Ltd ("Riccalo"). Henry
Herzog, a former officer and director of Avenue Group, Inc is a director of
Riccalo and may be deemed to be a beneficial owner of the 10,000,000 shares of
common stock held by Riccalo.

(11) Includes 10,000 shares held by Mr. Aharonoff's spouse, Vardit Cohen, which
may be deemed to be beneficially owned by Mr. Aharonoff.

(12) 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
Anzoil Thailand from a company owned by Dr. Poll . The consummation of this
transaction is subject to the occurrence of certain conditions precedent,
including but not limited to the approval of the government of Thailand.

(13) Includes 750,000 shares issuable to Mr. Tan upon the exercise of a stock
option at an exercise price of $.10 per share, which will become exercisable
within sixty (60) days of March 15, 2003.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to a July 2000, Loan Agreement, Instanz Nominees Pty Ltd ("Instanz")
lent the Company $150,000 to supplement working capital. We repaid $100,000 of
this loan in November 2002. Instanz is also a stockholder and Helen Abeles, an
affiliate of Instanz, was, at the time we received the loan, a director of the
Company. This loan bears interest at the rate of ten percent (10%) per year. As
at December 31, 2002, the unpaid principal and accrued interest of the loan was
$84,816.

On November 8, 2000 Ledger Technologies entered into a Loan Agreement with us
pursuant to which we borrowed $607,024 including accrued interest at a rate of
10% per annum as at September 30, 2002. As discussed below, the amounts
outstanding pursuant to this loan were repaid in full in November 2002.

On June 25, 2001 we sold an aggregate of 7,018,697 shares of common stock valued
at $.10 per share in a private placement, to two affiliates of Levi Mochkin, in
exchange for freely traded shares of five (5) Australian companies whose shares
are traded on the Australian Stock Exchange. At such time, the Australian
companies' shares had a market value equal to $701,869. The purpose of the
transaction was to give us additional liquidity for working capital and
investments in VideoDome.

On July 30, 2001 we revised our consulting arrangements with Robert Petty,
including a revision of outstanding stock options to cancel all previous
outstanding stock options and grant Mr. Petty or his affiliates options to
purchase up to 1,250,000 shares of common stock exercisable at $0.10 per share.
All of these options are currently exercisable.

On November 8, 2001, we agreed in principle to pursue the negotiation and
execution of definitive agreements along the lines of certain signed agreements
(Letters of Intent) we received for the acquisition of substantially all of the
assets of ROO, owned by Robert Petty, in exchange for shares and options in the
Company. At this time, Mr. Petty became our President and Chief Executive
Officer. In connection with this, Robert Petty entered into a loan agreement,
pursuant to which he advanced us $50,000 to continue funding ROO's operations.
In April 2002, we elected not to proceed with the contemplated acquisition and
on April 30, 2002, we reached an agreement with Mr. Petty pursuant to which Mr.
Petty resigned from all positions with the Company and its affiliates in order
to devote his energies to the further development of ROO. Pursuant to this
agreement, certain stock options previously granted to Mr. Petty and his
affiliates became vested as a result of the Company exercising its option to
acquire a 25% equity interest in ROO's capital stock on a fully diluted basis
and the loan agreement with Mr. Petty was cancelled.

In October 2001, we received an executed Letter of Intent with respect to the
acquisition of substantially all the assets of VideoDome dependent upon the
negotiation and execution of a definitive asset purchase agreement with
VideoDome upon terms deemed acceptable to us. To date no definitive agreement
has been negotiated and we cannot state when, if ever, such an agreement will be
negotiated. Alternatively, we are continuing to explore various options for the
future strategic development of VideoDome. Daniel Aharonoff, the Company's
President and a director owns the remaining 50% of VideoDome jointly with his
spouse.

In April 2002, we entered into an agreement with Rentamobile P/L and Hillsdale
Downs P/L, pursuant to which these parties purchased for $500,000 a three-year
option to buy up to 50,000,000 restricted shares of our common stock at an
exercise price of $0.04 per share.

                                       53
<PAGE>

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.

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 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 the repayment of $100,000 of
the loan to Instanz, we have reduced our outstanding indebtedness to affiliates
from over $ 1,000,000 to $84,816 as of December 31, 2002.

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.

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.

2002 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 2000 Stock
Option Plan. The 2000 Stock 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 2000 Stock 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. No options have been granted
under the 2000 Stock Option Plan as of March 15, 2003.

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.

At March 15, 2003, there are 1,250,000 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. The
options are exercisable at $0.10 per share. Options covering 1,000,000 shares
expire on July 30, 2003 and options covering the remaining 250,000 shares expire
on April 30, 2004.

                                       54
<PAGE>

2001 AND 2002 PRIVATE PLACEMENTS

On June 25, 2001 we sold an aggregate of 7,018,697 shares of common stock valued
at $.10 per share in a private placement, to two affiliates of Levi Mochkin, in
exchange for freely traded shares of five (5) Australian companies whose shares
are traded on the Australian Stock Exchange. At such time, the Australian
companies' shares had a market value equal to $701,869. The purpose of the
transaction was to give us additional liquidity for working capital and
investments in VideoDome. These 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. The sale of these shares was
not effected through public advertisement or general solicitation.

 Pursuant to a private placement dated September 14, 2001, the Company issued
3,100,000 shares of its restricted common stock for net proceeds of $155,000.
These 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. The sale of these shares was not effected through public
advertisement or general solicitation.

On January 14, 2002 I.T. Technology 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. These 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. The sale of these shares
was not effected through public advertisement or general solicitation.

Pursuant to a Consulting Agreement dated March 27, 2002 we have issued
Kensington Capital Corp. 1,700,000 shares of common stock pursuant to Rule 506
of the Securities Act as partial consideration for its consulting services.
These 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. Kensington Capital represented that it was a registered broker
dealer who was buying the shares for his own account 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.

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 option was granted without registration
under the Securities Act in reliance upon an exemption from registration under
the Securities Act afforded by Section 4(2) thereof. The sale of these shares
was not effected through public advertisement or general solicitation.

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,
with Cantor acting as the exclusive placement agent for the Company. In
connection with the private placements, Cantor received fees comprised of
$90,000 in cash and 250,000 restricted shares of the Company's common stock.
Also in connection with the private placements, the Company paid direct costs
aggregating $75,483 relating to legal and other fees. Proceeds have been
principally utilized to fund Avenue Energy's oil and gas acquisitions in Turkey,
to reduce debt and for working capital. These 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. The sale
of these shares was not effected through public advertisement or general
solicitation.

In November, 2002, the Board of Directors of Avenue Group 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. These shares were issued without registration
under the Securities Act in reliance upon an exemption from registration under
the Securities Act afforded by Section 4(2) thereof. The sale of these shares
was not effected through public advertisement or general solicitation.

On November 4, 2002, in an effort to further reduce the Company's outstanding
indebtedness, the Board of Directors of Avenue Group 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;

         (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.

                                       55
<PAGE>

As a result of the aforementioned transactions and the repayment of $300,000 of
loans to affiliates, we have reduced our outstanding indebtedness to affiliates
from over $ 1,000,000 to $84,816 as of December 31, 2002.

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. These shares
were issued without registration under the Securities Act in reliance upon an
exemption from registration under the Securities Act afforded by Section 4(2)
thereof. The sale of these shares was not effected through public advertisement
or general solicitation.

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,
                  2001incorporated 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.

     10.1(a)      Stock Purchase Agreement between IT Technology and
                  Stampville.Com Inc. dated June 18, 1999, incorporated by
                  reference to Exhibit 10.1(a) to the Company's Registration
                  Statement on Form SB-2 dated February 14, 2000, Commission
                  File No. 333-30364.

     10.1(b)      Amendment to Stock Purchase Agreement between IT Technology
                  and Stampville.Com Inc. dated December 8, 1999, incorporated
                  by reference to Exhibit 10.1(b) to the Company's Registration
                  Statement on Form SB-2 dated February 14, 2000, Commission
                  File No. 333-30364.

     10.1(c)      Amendment No. 2 to Stock Purchase Agreement between IT
                  Technology and Stampville.Com Inc. dated October 13, 2000,
                  incorporated by reference to Exhibit 1 to the Company's Form
                  10-QSB- Report for the quarter ended September 30, 2000 dated
                  November 9, 2000, Commission File No. 30-543.

     10.2         Real Property Purchase Agreement between Rococo Holdings Pty.
                  Ltd. and I.T. Technology Pty. Ltd. dated July 7, 1999,
                  incorporated by reference to Exhibit 10.2 to the Company's
                  Registration Statement on Form SB-2 dated February 14, 2000,
                  Commission File No. 333-30364.

     10.3(a)      Lease Agreement between Stampville.Com Inc. and RDL Realty,
                  LLC dated June 18, 1999, incorporated by reference to Exhibit
                  10.3(a) to the Company's Registration Statement on Form SB-2
                  dated February 14, 2000, Commission File No. 333-30364.

     10.3(b)      Rider to Lease Agreement between Stampville.Com Inc. and RDL
                  Realty, LLC dated November 28, 1999, incorporated by reference
                  to Exhibit 10.3(b) to the Company's Registration Statement on
                  Form SB-2 dated February 14, 2000, Commission File No.
                  333-30364.

     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.

                                       56
<PAGE>
     10.5         Consulting Agreement between Robert Petty and IT Technology
                  dated January 17, 2000, incorporated by reference to Exhibit
                  10.5(a) to the Company's Registration Statement on Form SB-2
                  dated February 14, 2000, Commission File No. 333-30364.

     10.5(a)      Consulting Agreement between Mendel Mochkin and IT Technology
                  dated June 18, 1999, incorporated by reference to Exhibit
                  10.5(c) to the Company's Registration Statement on Form SB-2
                  dated February 14, 2000, Commission File No. 333-30364.

     10.5(b)      Amendment No. 1 to the Consulting Agreement between Mendel
                  Mochkin IT Technology dated February 24, 2000, incorporated by
                  reference to Exhibit 10.5(d) to Amendment No. 2 dated April
                  17, 2000 to the Company's Registration Statement on Form SB-2,
                  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.

     10.6(b)      Option Agreement between Jonathan Y. Malamud and IT Technology
                  dated December 8, 1999, incorporated by reference to Exhibit
                  10.6(b) to the Company's Registration Statement on Form SB-2
                  dated February 14, 2000, Commission File No. 333-30364.

     10.6(c)      New Option Agreement between Robert Petty and the Company
                  dated October 20, 2000, incorporated by reference to Exhibit
                  10.6(c) 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         Stock Option Agreement between Bickhams Capital, Inc. and
                  VideoDome.Com Networks, Inc. dated March 24, 2000,
                  incorporated by reference to Exhibit 10.7 to Amendment No. 2
                  dated April 17, 2000 to the Company's Registration Statement
                  on Form SB-2, Commission File No. 333-30364.

     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         Registration Rights Agreement between IT Technology and
                  Instanz Nominees Pty. Ltd. dated October 26, 1999,
                  incorporated by reference to Exhibit 10.8 to Amendment No. 2
                  dated April 17, 2000 to the Company's Registration Statement
                  on Form SB-2, Commission File No. 333-30364.

     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.*

     10.8(c)      Registration Rights Agreement dated November 2002 by and
                  between I.T. Technology, Inc. and Cohero Group.*

     10.9         Loan Agreement between IT Technology and Ledger Technologies
                  Pty. Ltd. dated June 6, 2000, incorporated by reference to
                  Exhibit 10.10 to Amendment No. 5 dated June 29, 2000 to the
                  Company's Registration Statement on Form SB-2, Commission File
                  No. 333-30364.

     10.9(a)      Amendment No. 1 to Loan Agreement between Company and Ledger
                  Technologies Pty. Ltd. dated July 26, 2000, incorporated by
                  reference to Exhibit 10.11 to Amendment No. 7 dated August 4,
                  2000 to the Company's Registration Statement on Form SB-2,
                  Commission File No.333-30364.

     10.9(b)      Amendment No. 2 to Loan Agreement between Company and Ledger
                  Technologies Pty. Ltd. dated August 28, 2000, incorporated by
                  reference to Exhibit (i) to the Company's Form 10 QSB Report
                  for the quarter ended June 30, 2000 dated September 13, 2000,
                  Commission File No.30-543.

     10.9(c)      Amendment dated October 24, 2000 to the Loan Agreement between
                  Company and Ledger Technologies Pty. Ltd June 6, 2000, as
                  amended.

                                       57
<PAGE>
     10.9(d)      Loan Agreement between IT Technology and Ledger Technologies
                  Pty. Ltd. dated November 8, 2000, incorporated by reference to
                  Exhibit 10.10(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.

     10.9(e)      Partial Loan Satisfaction notice dated November, 2002 by and
                  between Ledger Technologies, Inc. and I.T. Technology, Inc.*

     10.9(f)      Assignment and Assumption Agreement dated November 1, 2002 by
                  and between Ledger Technologies and Perfect Optical.*

     10.9(g)      Loan Satisfaction Agreement dated November 1, 2002 by and
                  between Perfect Optical Corporation and I.T. Technology, Inc.*

     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.) *

     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.) *

     10.9(j)      Assignment and Assumption Agreement dated November 1, 2002 by
                  and between Sunswipe Australasia Pty Ltd and Cohero Group (in
                  re Stampville)*

     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.)*

     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)*

     10.9(m)      Loan Satisfaction Agreement dated November 4, 2000 by and
                  between Cohero Group, Inc. and I.T. Technology, Inc. *

     10.10        Loan Agreement between IT Technology and Instanz Nominees Pty.
                  Ltd. dated July 27, 2000, incorporated by reference to Exhibit
                  10.12 to Amendment No. 7 dated August 4, 2000 to the Company's
                  Registration Statement on Form SB-2, Commission FileNo.
                  333-30364.

     10.10(a)     Partial Loan Satisfaction notice dated November 2002 by and
                  between Instanz Nominees Pty Ltd and I.T. Technology, Inc.*

     10.11        Option Agreement dated April, 2002 for the issuance of up to
                  50,000,000 shares.*

     10.13        New Agreement dated July 30, 2001 re: Consultancy arrangements
                  with Robert Petty and option to acquire an equity interest in
                  ROO Media Corporation, an affiliate of Mr. Petty, incorporated
                  by reference to Exhibit 10.13 of the Company's 10Q-SB for
                  quarter ended September 30, 2001 dated November 21, 2001.

     10.14        Option agreement dated July 30, 2001 with Robert Petty
                  incorporated by reference to Exhibit 10.14 of the Company's
                  10Q-SB for quarter ended September 30, 2001 dated November 21,
                  2001.

     10.15        Option agreement dated July 30, 2001 with ROO Media
                  Corporation, incorporated by reference to Exhibit 10.15 of the
                  Company's 10Q-SB for quarter ended September 30, 2001 dated
                  November 21, 2001.

     10.16        Heads of Agreement dated November 7, 2001 to acquire assets of
                  ROO Media Corporation, incorporated by reference to Exhibit
                  10.16 to the Company's Form 8-K Report dated November 8, 2001.

     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.

                                       58
<PAGE>
     10.19        Heads of Agreement dated November 1, 2001 to acquire assets of
                  Streamcom Pty Ltd, incorporated by reference to the Exhibit
                  filed as Exhibit 10.15 to the Company's Form 8-K Report dated
                  November 8, 2001.

     10.20        Notice of Portfolio Purchase dated June 25, 2001 incorporated
                  by reference to Exhibit 1 to the Company's Form 8-K Report
                  dated July 24, 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*

     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, 2001,
                  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.

     21.          List of Subsidiaries as at December 31, 2002.*


     99.1         Certification of Daniel Aharonoff pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of
                  Sarbanes-Oxley Act of 2002*

     99.2         Certification of Yam-Hin Tan pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act
                  of 2002*

*Filed herewith

                                       59
<PAGE>

         (B)      REPORTS ON FORM 8-K

                  The Company's Form 8-K Report filed on October 17, 2002 with
                  respect to the Company's completion of a private placement of
                  10,250,000 shares of its restricted common stock.

                  The Company's Form 8-K Report filed on November 14, 2002 with
                  respect to the Company's subsidiary, Avenue Energy, Inc.
                  entering into a Stock Purchase Agreement for the acquisition
                  of Shares of Anzoil (Thailand) Pty Ltd.

                  The Company's Form 8-K Report filed on November 25, 2002 with
                  respect to the Company's subsidiary, Avenue Energy, Inc.
                  entering into a Farmin and Participation Agreement for the
                  acquisition of Petroleum Rights in the Republic of Turkey.

ITEM 14. CONTROLS AND PROCEDURES

(A)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Registrant maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Registrant files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Based upon an evaluation of those controls and procedures
performed within 90 days of the filing date of this report, the Chief Executive
and Chief Financial Officer of the Registrant concluded that the Registrant's
disclosure controls and procedures were adequate.

(B)  CHANGES IN INTERNAL CONTROLS

The Registrant made no significant changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation of those controls by the Chief Executive and Chief Financial
Officer.


                                       60
<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 8th day of
April 2003.

                                                  AVENUE GROUP, INC.
                                                     (Registrant)


                                                  By  /s/  DANIEL AHARONOFF
                                                      -----------------------
                                                           Daniel Aharonoff
                                                           President



      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/  DANIEL AHARONOFF                 President and Director                        April 8, 2003
--------------------------------
Daniel Aharonoff

/s/  YAM-HIN TAN                      Chief Financial Officer and Director          April 3rd, 2003
--------------------------------
Yam-Hin (Jim) Tan


/s/  JONATHAN HERZOG                  Director                                      April 8, 2003
--------------------------------
JONATHAN HERZOG
</TABLE>

                                       61
<PAGE>

                                 CERTIFICATIONS

I, Daniel Aharonoff, certify that:

1. I have reviewed this annual report on Form 10-KSB of Avenue Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 8, 2003

/s/Daniel Aharonoff
-----------------------
Daniel Aharonoff
President


                                       62
<PAGE>

                                 CERTIFICATIONS

I, Yam-Hin Tan, certify that:

1. I have reviewed this annual report on Form 10-KSB of Avenue Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 3rd,  2003

/s/ Yam-Hin Tan
------------------------
Yam-Hin Tan
 Chief Financial Officer


                                       63
<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,
                  2001incorporated 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.

     10.1(a)      Stock Purchase Agreement between IT Technology and
                  Stampville.Com Inc. dated June 18, 1999, incorporated by
                  reference to Exhibit 10.1(a) to the Company's Registration
                  Statement on Form SB-2 dated February 14, 2000, Commission
                  File No. 333-30364.

     10.1(b)      Amendment to Stock Purchase Agreement between IT Technology
                  and Stampville.Com Inc. dated December 8, 1999, incorporated
                  by reference to Exhibit 10.1(b) to the Company's Registration
                  Statement on Form SB-2 dated February 14, 2000, Commission
                  File No. 333-30364.

     10.1(c)      Amendment No. 2 to Stock Purchase Agreement between IT
                  Technology and Stampville.Com Inc. dated October 13, 2000,
                  incorporated by reference to Exhibit 1 to the Company's Form
                  10-QSB- Report for the quarter ended September 30, 2000 dated
                  November 9, 2000, Commission File No. 30-543.

     10.2         Real Property Purchase Agreement between Rococo Holdings Pty.
                  Ltd. and I.T. Technology Pty. Ltd. dated July 7, 1999,
                  incorporated by reference to Exhibit 10.2 to the Company's
                  Registration Statement on Form SB-2 dated February 14, 2000,
                  Commission File No. 333-30364.

     10.3(a)      Lease Agreement between Stampville.Com Inc. and RDL Realty,
                  LLC dated June 18, 1999, incorporated by reference to Exhibit
                  10.3(a) to the Company's Registration Statement on Form SB-2
                  dated February 14, 2000, Commission File No. 333-30364.

     10.3(b)      Rider to Lease Agreement between Stampville.Com Inc. and RDL
                  Realty, LLC dated November 28, 1999, incorporated by reference
                  to Exhibit 10.3(b) to the Company's Registration Statement on
                  Form SB-2 dated February 14, 2000, Commission File No.
                  333-30364.

     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.

<PAGE>

     10.5         Consulting Agreement between Robert Petty and IT Technology
                  dated January 17, 2000, incorporated by reference to Exhibit
                  10.5(a) to the Company's Registration Statement on Form SB-2
                  dated February 14, 2000, Commission File No. 333-30364.

     10.5(a)      Consulting Agreement between Mendel Mochkin and IT Technology
                  dated June 18, 1999, incorporated by reference to Exhibit
                  10.5(c) to the Company's Registration Statement on Form SB-2
                  dated February 14, 2000, Commission File No. 333-30364.

     10.5(b)      Amendment No. 1 to the Consulting Agreement between Mendel
                  Mochkin IT Technology dated February 24, 2000, incorporated by
                  reference to Exhibit 10.5(d) to Amendment No. 2 dated April
                  17, 2000 to the Company's Registration Statement on Form SB-2,
                  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.

     10.6(b)      Option Agreement between Jonathan Y. Malamud and IT Technology
                  dated December 8, 1999, incorporated by reference to Exhibit
                  10.6(b) to the Company's Registration Statement on Form SB-2
                  dated February 14, 2000, Commission File No. 333-30364.

     10.6(c)      New Option Agreement between Robert Petty and the Company
                  dated October 20, 2000, incorporated by reference to Exhibit
                  10.6(c) 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         Stock Option Agreement between Bickhams Capital, Inc. and
                  VideoDome.Com Networks, Inc. dated March 24, 2000,
                  incorporated by reference to Exhibit 10.7 to Amendment No. 2
                  dated April 17, 2000 to the Company's Registration Statement
                  on Form SB-2, Commission File No. 333-30364.

     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         Registration Rights Agreement between IT Technology and
                  Instanz Nominees Pty. Ltd. dated October 26, 1999,
                  incorporated by reference to Exhibit 10.8 to Amendment No. 2
                  dated April 17, 2000 to the Company's Registration Statement
                  on Form SB-2, Commission File No. 333-30364.

     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.*

     10.8(c)      Registration Rights Agreement dated November 2002 by and
                  between I.T. Technology, Inc. and Cohero Group.*

     10.9         Loan Agreement between IT Technology and Ledger Technologies
                  Pty. Ltd. dated June 6, 2000, incorporated by reference to
                  Exhibit 10.10 to Amendment No. 5 dated June 29, 2000 to the
                  Company's Registration Statement on Form SB-2, Commission File
                  No. 333-30364.

     10.9(a)      Amendment No. 1 to Loan Agreement between Company and Ledger
                  Technologies Pty. Ltd. dated July 26, 2000, incorporated by
                  reference to Exhibit 10.11 to Amendment No. 7 dated August 4,
                  2000 to the Company's Registration Statement on Form SB-2,
                  Commission File No.333-30364.

     10.9(b)      Amendment No. 2 to Loan Agreement between Company and Ledger
                  Technologies Pty. Ltd. dated August 28, 2000, incorporated by
                  reference to Exhibit (i) to the Company's Form 10 QSB Report
                  for the quarter ended June 30, 2000 dated September 13, 2000,
                  Commission File No.30-543.

     10.9(c)      Amendment dated October 24, 2000 to the Loan Agreement between
                  Company and Ledger Technologies Pty. Ltd June 6, 2000, as
                  amended.

<PAGE>
     10.9(d)      Loan Agreement between IT Technology and Ledger Technologies
                  Pty. Ltd. dated November 8, 2000, incorporated by reference to
                  Exhibit 10.10(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.

     10.9(e)      Partial Loan Satisfaction notice dated November, 2002 by and
                  between Ledger Technologies, Inc. and I.T. Technology, Inc.*

     10.9(f)      Assignment and Assumption Agreement dated November 1, 2002 by
                  and between Ledger Technologies and Perfect Optical.*

     10.9(g)      Loan Satisfaction Agreement dated November 1, 2002 by and
                  between Perfect Optical Corporation and I.T. Technology, Inc.*

     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.) *

     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.) *

     10.9(j)      Assignment and Assumption Agreement dated November 1, 2002 by
                  and between Sunswipe Australasia Pty Ltd and Cohero Group (in
                  re Stampville)*

     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.)*

     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)*

     10.9(m)      Loan Satisfaction Agreement dated November 4, 2000 by and
                  between Cohero Group, Inc. and I.T. Technology, Inc. *

     10.10        Loan Agreement between IT Technology and Instanz Nominees Pty.
                  Ltd. dated July 27, 2000, incorporated by reference to Exhibit
                  10.12 to Amendment No. 7 dated August 4, 2000 to the Company's
                  Registration Statement on Form SB-2, Commission File No.
                  333-30364.

     10.10(a)     Partial Loan Satisfaction notice dated November 2002 by and
                  between Instanz Nominees Pty Ltd and I.T. Technology, Inc.*

     10.11        Option Agreement dated April, 2002 for the issuance of up to
                  50,000,000 shares.*

     10.13        New Agreement dated July 30, 2001 re: Consultancy arrangements
                  with Robert Petty and option to acquire an equity interest in
                  ROO Media Corporation, an affiliate of Mr. Petty, incorporated
                  by reference to Exhibit 10.13 of the Company's 10Q-SB for
                  quarter ended September 30, 2001 dated November 21, 2001.

     10.14        Option agreement dated July 30, 2001 with Robert Petty
                  incorporated by reference to Exhibit 10.14 of the Company's
                  10Q-SB for quarter ended September 30, 2001 dated November 21,
                  2001.

     10.15        Option agreement dated July 30, 2001 with ROO Media
                  Corporation, incorporated by reference to Exhibit 10.15 of the
                  Company's 10Q-SB for quarter ended September 30, 2001 dated
                  November 21, 2001.

     10.16        Heads of Agreement dated November 7, 2001 to acquire assets of
                  ROO Media Corporation, incorporated by reference to Exhibit
                  10.16 to the Company's Form 8-K Report dated November 8, 2001.

     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.

<PAGE>
     10.19        Heads of Agreement dated November 1, 2001 to acquire assets of
                  Streamcom Pty Ltd, incorporated by reference to the Exhibit
                  filed as Exhibit 10.15 to the Company's Form 8-K Report dated
                  November 8, 2001.

     10.20        Notice of Portfolio Purchase dated June 25, 2001 incorporated
                  by reference to Exhibit 1 to the Company's Form 8-K Report
                  dated July 24, 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*

     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, 2001,
                  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.

     21.          List of Subsidiaries as at December 31, 2002.*


     99.1         Certification of Daniel Aharonoff pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of
                  Sarbanes-Oxley Act of 2002*

     99.2         Certification of Yam-Hin Tan pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act
                  of 2002*

*Filed herewith