UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  Form 10QSB/A


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the quarter ended June 30, 2001

                                       or

[ ] 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:           001-12885

                        AVENUE ENTERTAINMENT GROUP, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

         Delaware                                           95-4622429
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization                              Identification No.)


11111 Santa Monica Blvd., Suite 525
Los Angeles, California                                        90025
(Address of principal executive offices)                     (Zip Code)

                                 (310) 996-6815
              (Registrant's telephone number, including area code)

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 and 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 for the past 90 days.

                  Yes     X                       No ______
                      ---------

Number of shares outstanding of each of issuer's classes of common stock as of
August 10, 2001:

     Common Stock                                5,371,030



<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

                                Table of Contents


PART I.  FINANCIAL INFORMATION                                         Page No.
                                                                       --------

         Unaudited Consolidated Condensed Balance Sheet -
         June 30, 2001                                                     1

         Unaudited Consolidated Condensed Statements of Operations -
         Three Months and Six Months Ended June 30, 2001 and 2000          2

         Unaudited Consolidated Condensed Statements of Cash Flows -
         Six Months Ended June 30, 2001 and 2000                           3

         Unaudited Notes to Consolidated Condensed Financial Statements    5

         Management's Discussion and Analysis or Plan of Operation         7

PART II. OTHER INFORMATION

                  Signatures                                              10



<PAGE>




                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.


                 UNAUDITED Consolidated Condensed Balance Sheet


                                                                June 30,
                                                                    2001

Assets

Cash                                                     $           100,022
Accounts receivable                                                   86,371
Income tax receivable                                                 18,632
Film costs, net                                                      605,561
Property and equipment, net                                           45,550
Goodwill                                                           1,620,314
Other assets                                                          17,357
                                                                 -----------
Total assets                                             $         2,493,807
                                                                   =========


Liabilities and Stockholder's Equity

Accounts payable and accrued expenses                    $           657,133
Deferred income                                                      241,075
Loan payable                                                          18,000
Deferred compensation                                                749,199
Due to related party                                                 146,597
                                                                  ----------
Total liabilities                                                  1,812,004
                                                                   ---------

Stockholders' equity

Common stock, par value $.01 per share                                53,710
Additional paid-in capital                                         7,172,839
Accumulated Deficit                                               (6,391,059)
Treasury Stock                                                        (3,687)
Note receivable for common stock                                    (150,000)
                                                                  -----------
Total stockholders' equity                                           681,803
                                                                 -----------
Total liabilities and stockholders' equity               $         2,493,807
                                                                  ==========


   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED Consolidated CONDENSED StatementS of Operations


<TABLE>

<CAPTION>

                                                              Three months                          Six Months
                                                             ended June 30,                       ended June 30,
                                                             --------------                       --------------
                                                               2001              2000              2001              2000
                                                               -----             -----             -----             ----

<S>                                                 <C>              <C>               <C>                <C>
Operating revenues                                  $    258,798     $      149,009    $     330,895      $      248,935
                                                   ---------------  ----------------- ----------------   ---------------

Cost and expenses:
  Film production costs                                       87,001            84,682           105,387           136,065
  Selling, general & administrative
     expenses                                                389,631           489,820           883,284           992,845
                                                   ------------------------------------------------------------------------

       Total costs and expenses                              476,632           574,502           988,671         1,128,910
                                                   ------------------------------------------------------------------------

Loss before income tax                                     (217,834)         (425,493)         (657,776)         (879,975)

Income tax expense                                             1,600               931             1,650             1,059
                                                   ------------------------------------------------------------------------

Net loss                                            $   (219,434)    $    (426,424)    $    (659,426)     $    (881,034)
                                                   ========================================================================

Basic and diluted loss per common stock             $        TBD     $         (0.05)  $        TBD       $         (0.19)
                                                   ========================================================================

</TABLE>




   See accompanying notes to the consolidated condensed financial statements.



<PAGE>







                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED Consolidated CONDENSED StatementS of Cash Flows



<TABLE>


<CAPTION>

                                                                       Six months ended       Six months
                                                                           June 30,             ended
                                                                               2001            June 30,
                                                                          -------------
                                                                                                  2000

Cash flows from operating activities:
<S>                                                                   <C>                 <C>
   Net loss                                                           $       (659,426)   $        (881,034)
Adjustments to reconcile net loss to net cash (used for)
   provided by operating activities:
   Depreciation                                                                  9,813               12,085
   Amortization - film production costs                                         91,946              101,541
   Amortization - goodwill                                                     146,675              140,260
   Deferred compensation                                                       229,339               84,769
   Stock compensation                                                                0               18,750
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                                      27,365              398,663
       Film costs                                                              (20,917)             (59,249)
       Other assets                                                                282                1,997
       Accounts payable and accrued expenses                                   (50,784)              14,843
       Deferred income                                                          99,076               53,150
       Loan payable                                                             18,000                    0
       Due to related party
                                                                              ---------
                                                                                  (449)                   0
                                                                                  ------                  -

           Net cash used for by operating activities                          (109,080)            (114,225)

Cash flows from investing activities:
       Purchase of equipment                                                    (3,267)              (1,264)
                                                                           -------------         ----------

           Net cash used in investing activities                                (3,267)
                                                                           -------------
                                                                                                     (1,264)


</TABLE>

   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED Consolidated CONDENSED StatementS of Cash Flows


<TABLE>

<CAPTION>
                                                                               Six months ended       Six months
                                                                                   June 30,             ended
                                                                                       2001            June 30,
                                                                                  -------------
                                                                                                           2000

Cash flows from financing activities:
<S>                                                                           <C>                  <C>
     Issuance of common stock (repayment of long term debt)                   $         50,000     $      (80,000)
                                                                                  -------------        -----------

              Net cash provided by (used for) financing activities                      50,000            (80,000)

           Net decrease in cash                                                        (63,347)            (195,489)

Cash at beginning of year                                                              162,369              476,198
                                                                                    -----------          ----------

Cash at end of period                                                         $        100,022    $         280,709
                                                                                    ===========          ==========

Supplemental cash flow information: Cash paid during the year for:
     Interest                                                                 $                   $           2,008
                                                                                  ==========            ===========
                                                                                           685
     Income taxes                                                             $          1,650    $           1,059
                                                                                  =============         ===========


</TABLE>




     See accompanying notes to consolidated condensed financial statements.




<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

              Notes to Consolidated CONDENSED financial Statements
                                   (Unaudited)



1.       Summary of significant accounting policies


The Company

     Avenue  Entertainment Group, Inc. (the "Company") is principally engaged in
the  development,  production  and  distribution  of feature  films,  television
series, movies-for-television, mini-series and film star biographies.



     Generally,  theatrical  films are first  distributed  in the theatrical and
home  video  markets.  Subsequently,  theatrical  films are made  available  for
worldwide   television   network   exhibition  or  pay  television,   television
syndication and cable television. Generally, television films are first licensed
for network  exhibition and foreign  syndication or home video, and subsequently
for  domestic  syndication  on cable  television.  The revenue  cycle  generally
extends 7 to 10 years on film and television product.


Basis of presentation

     The accompanying interim  consolidated  financial statements of the Company
are unaudited  and have been  prepared by the Company  pursuant to the rules and
regulations  of  the  Securities  and  Exchange  Commission   regarding  interim
financial reporting. Accordingly, they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements  and should be read in conjunction  with the  consolidated
financial statements and notes thereto included in the Company's Form 10-KSB for
the year ended December 31, 2000. The Independent  Auditor's  Report dated April
10, 2001 on the  Company's  consolidated  financial  statements  states that the
Company has suffered losses from  operations,  has a working capital  deficiency
and has an accumulated  deficit that raises  substantial doubt about its ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments that may result from the Company's inability to continue
as a going concern.  In the opinion of management,  all adjustments,  consisting
only of normal recurring adjustments,  necessary to present fairly the financial
position of the Company at June 30, 2001, the results of operations and its cash
flows for the six months  ended June 30, 2001 and 2000 have been  included.  The
results of operations for the interim period are not  necessarily  indicative of
results, which may be realized for the full year.



<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

        Notes to Consolidated CONDENSED Financial Statements (Continued)


                                   (Unaudited)





2.       Film costs



         Film costs consist of the following:

                                                               June 30,
                                                                 2001

In process or development                                 $     288,104
Released, net of accumulated amortization                       317,457
                                                              ----------
  of $16,600,950                                          $     605,561
                                                              ==========





3.       Loan Payable

            On April 9, 2001 the Company entered into an unsecured loan for
$100,000 at prime plus 1% with City National Bank which matures January 1, 2002.
As of June 30, 2001 $18,000 had been borrowed under the loan.




4.       Acquisition

         On February 8, 2001, the Company concluded a merger with Double Bay
Entertainment, Inc. ("DBE") for the purchase of LCA Productions, Inc. ("LCA").
In connection with the merger 400,000 shares of the Company's common stock were
exchanged on closing and an additional 330,000 shares were exchanged in March
2001. In connection with this transaction, the Company recorded $154,000 in
goodwill which represents the excess of the purchase price over the fair value
of the Company. The goodwill is being amortized over ten years.





<PAGE>


ITEM 2 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

Item 2.  Management's Discussion and Analysis or Plan oF
                  Operation.



         The Company's interim financial statements have not been reviewed by
our independent public accountants prior to the filing of our Form 10-Q.


         The following discussion and analysis should be read in conjunction
with the Company's consolidated condensed financial statements and related notes
thereto.

Liquidity and Capital Resources

         At June 30, 2001, the Company had approximately $100,000 of cash.
Revenues have been insufficient to cover costs of operations for the quarter
ended June 30, 2001. The Company has a working capital deficiency and has an
accumulated deficit of $6,391,000 through June 30, 2001. The Company's
continuation as a going concern is dependent on its ability to ultimately attain
profitable operations and positive cash flows from operations. The Company's
management believes that it can satisfy its working capital needs based on its
estimates of revenues and expenses, together with improved operating cash flows,
as well as additional funding whether from financial markets, other sources or
other collaborative arrangements. The Company believes it will have sufficient
funds available to continue to exist through the next year, although no
assurance can be given in this regard. Insufficient funds will require the
Company to scale back its operations. The Independent Auditor's Report dated
April 10, 2001 on the Company's consolidated financial statements states that
the Company has suffered losses from operations, has a working capital
deficiency and has an accumulated deficit that raises substantial doubt about
its ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that may result from the Company's
inability to continue as a going concern.

Results of Operations

         For the quarter and six months ended June 30, 2001, the Company had a
loss before income taxes of approximately $218,000 and $658,000 compared to a
loss of $425,000 and $880,000 for the quarter and six months ended June 30,
2000. The loss for the period was primarily the result of reduced revenues
earned.

Revenues

         Revenues for the three months ended June 30, 2001 were approximately
$259,000 compared to $149,000 for the three months ended June 30, 2000. The
revenues earned in 2001 were derived from the licensing of rights of the
"Hollywood Collection" in secondary markets through Janson Associates and for

<PAGE>

the movie, "Danny" through Monterey Video. The revenues earned in 2000 included
a nonrefundable $50,000 supervisory development fee related to the setup of two
motion pictures with a third party financier. Revenues for the six months ended
June 30, 2001 were approximately $331,000 compared to $249,000 for the six
months ended June 30, 2000.


Film production costs

         Film production costs for the quarter and six months ended June 30,
2001 were $87,000 and $105,000 compared to $85,000 and $136,000 for the quarter
and six months ended June 30, 2000.

Selling, General and Administrative

         Selling, general and administrative (S,G&A) expenses for the quarter
and six months ended June 30, 2001 were $390,000 and $883,000 compared to
$490,000 and $993,000 for the quarter and six months ended June 30, 2000.

Recent Developments

         Due to the Company's failure to meet the American Stock Exchange's
("AMEX") maintenance criteria, the Company listing on the AMEX was discontinued
on April 25, 2001. The shares of the Company's Common Stock which were
previously listed on the AMEX are currently listed on the over-the-counter
market on the Nasdaq Electronic Bulletin Board.

         Pursuant to a stock subscription agreement between the Company and
Robison Enterprises, Inc ("REI"), upon closing in February 2001 REI received
50,000 shares of the Company's Common Stock (the "Subscription Shares") in
exchange for $50,000. On or before the last day of each month, commencing on the
month following the month of the closing, REI shall purchase at least 50,000
shares at $1.00 per share of the remaining 550,000 shares until such time as all
such remaining shares have been purchased by REI. In addition, REI was issued a
Warrant to purchase an additional 600,000 shares at $2.00 per share, which may
only be exercised after all of the Subscription Shares have been purchased by
REI. No additional purchases under the stock subscription agreement have been
made subsequent to the closing.

         Pursuant to an Agreement and Plan of Merger the Company acquired LCA
Productions, Inc. ("LCA") in exchange for up to 800,000 shares of the Company's
Common Stock of which 400,000 was exchanged at closing in February 2001. Upon
the first draw down of the production financing, or such earlier date depending
on certain criteria being met, Double Bay Entertainment, Inc. ("DBE") will have
a right to receive an additional 400,000 shares of the Company's Common Stock.
As of June 30, 2001, DBE received 330,000 of the additional 400,000 shares of
the Company's common stock.



<PAGE>

Recent Accounting Developments


     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
establishes  accounting  and  reporting  standards for  derivative  instruments,
including derivative  instruments  embedded in other contracts,  and for hedging
activities.  During  June  1999,  SFAS No.  137 was  issued  which  delayed  the
effective  date of SFAS No. 133 to January 1, 2001. In June 2000,  the Financial
Accounting  Standards  Board  issued  SFAS  No.  138,  "Accounting  for  Certain
Derivative  Instruments  and Certain  Hedging  Activities,  an Amendment of FASB
Statement No. 133," which  intended to simplify the  accounting  for  derivative
under SFAS No. 133 and is  effective  upon the  adoption  of SFAS No.  133.  The
adoption of SFAS No. 133 did not have an effect on the results of operations, as
the Company does not use derivative instruments.


     In June 2000, the Financial Accounting Standards Board issued SFAS No. 139,
"Recission of FASB Statement No. 53 and amendments to FASB Statements No. 63, 89
and 121" which  rescinds  FASB No. 53,  "Financial  Reporting by  Producers  and
Distributors of Motion Picture Films." An Entity that was previously  subject to
the  requirements on SFAS No. 53 shall follow the guidance in AICPA Statement of
Position 00-2, "Accounting by Producers or Distributors of Films. This statement
is effective for financial  statements for fiscal years beginning after December
15, 2000. The adoption of SOP 00-2 did not have a material effect on our results
of operations.

Forward-Looking Statements

     This  report  contains  certain   forward-looking   statements   reflecting
management's   current  views  with  respect  to  future  events  and  financial
performance.  These forward-looking  statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking  statements,  including,  but not limited to, the ability of
the Company to reverse its history of  operating  losses;  the ability to obtain
additional financing and improved cash flow in order to meet its obligations and
continue to exist as a going concern;  production risks; dependence on contracts
with certain customers; future foreign distribution arrangements; and dependence
on certain key management personnel. All of these above factors are difficult to
predict, and many are beyond the control of the Company.



<PAGE>


                           PART II. OTHER INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.

                                  June 30, 2001

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.

                                           AVENUE ENTERTAINMENT GROUP, INC.





DATE:             April 9, 2002          BY:   Gene Feldman
                                               Chairman of the Board




DATE:             April 9, 2002          BY:   Cary Brokaw
                                               President and Chief Executive
                                               Officer, Director




DATE:             April 9, 2002          BY:   Sheri L. Halfon
                                               Senior Vice President,
                                               Chief Financial Officer