<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the quarter ended September 30, 2004

                                       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.)


10202 W. WASHINGTON BOULEVARD
CULVER CITY, CALIFORNIA                                            90232
------------------------------------                        --------------------
(Address of principal executive offices)                         (Zip Code)

                                 (310) 244-6868
                ------------------------------------------------
              (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
November 15, 2004:

                    Common Stock             5,371,030
<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                         PAGE NO.
                                                                       --------

  Item 1.         Financial Statements

                  Unaudited Consolidated Balance Sheet -
                  September 30, 2004                                           1

                  Unaudited Consolidated Statements of Operations -
                  Three and Nine Months Ended September 30, 2004 and 2003      2

                  Unaudited Consolidated Statements of Cash Flows -
                  Nine Months Ended September 30, 2004 and 2003                3

                  Unaudited Notes to Consolidated Financial Statements         5

  Item 2.         Management's Discussion and Analysis or Plan of Operation    8

  Item 3.         Controls and Procedures                                     12

PART II. OTHER INFORMATION

  Item 1.         Legal Proceedings                                           13

  Item 2.         Changes in Securities                                       13

  Item 3.         Defaults Upon Senior Securities                             13

  Item 4.         Submissions of Matters to a Vote of Security Holders        13

  Item 5.         Other Information                                           13

  Item 6.         Exhibits and Reports on Form 8-K                            14

                  Signatures                                                  14

                  Statement By Principal Executive and Financial Officer
                  Regarding Facts and Circumstances Relating to Exchange
                  Act Filings                                                 15

                  Written Statement of President and Chief Executive
                  and Financial Officer                                       17


<PAGE>

                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.

                      UNAUDITED CONSOLIDATED BALANCE SHEET

                                                                   SEPTEMBER 30,
                                                                        2004
                                                                   -------------
ASSETS                                                              (UNAUDITED)
------

Cash                                                                $    25,676
Accounts receivable, net of allowance of $10,000                         16,403
Film costs, net                                                         168,879
Property and equipment, net                                               6,422
Other assets                                                             16,632
                                                                    ------------
TOTAL ASSETS                                                        $   234,012
                                                                    ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Accounts payable and accrued expenses                               $   343,973
Deferred income                                                         358,365
Loan payable                                                            163,000
Deferred compensation                                                 1,150,009
Due to related party                                                    146,597
                                                                    ------------
TOTAL LIABILITIES                                                     2,161,944
                                                                    ------------

STOCKHOLDERS' DEFICIT

Common stock, par value $.01 per share, 15,000,000 shares
      authorized, 5,371,030 shares issued and outstanding                53,710
Additional paid-in capital                                            7,172,839
Accumulated deficit                                                  (9,000,794)
Treasury stock, at cost                                                  (3,687)
Note receivable for common stock                                       (150,000)
                                                                    ------------
TOTAL STOCKHOLDERS' DEFICIT                                          (1,927,932)
                                                                    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   234,012
                                                                    ============


        See accompanying notes to the consolidated financial statements.


                                       1
<PAGE>
<TABLE>

                                            AVENUE ENTERTAINMENT GROUP, INC.

                                     UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                   THREE MONTHS      Three months      NINE MONTHS      Nine months
                                                      ENDED             ended             ENDED            ended
                                                  SEPTEMBER 30,     September 30,     SEPTEMBER 30,    September 30,
                                                       2004              2003              2004             2003
                                                   (UNAUDITED)       (unaudited)       (UNAUDITED)      (unaudited)
                                                  ------------      ------------      ------------      ------------
<S>                                               <C>               <C>               <C>               <C>
Operating revenues                                $   136,794       $   118,740       $   781,319       $   375,143
                                                  ------------      ------------      ------------      ------------

Cost and expenses:
  Film production costs                                 8,058            (1,826)           25,809            53,142
  Selling, general & administrative expenses          271,075           336,683           858,888           935,827
  Other income                                            870                 0           (48,963)                0
                                                  ------------      ------------      ------------      ------------
       Total costs and expenses                       280,003           334,857           835,734           988,969
                                                  ------------      ------------      ------------      ------------

Loss before income tax                               (143,209)         (216,117)          (54,415)         (613,826)

Income tax expense                                          0            (5,600)                0            15,129
                                                  ------------      ------------      ------------      ------------

Net loss                                          $  (143,209)      $  (210,517)      $   (54,415)      $  (628,955)
                                                  ============      ============      ============      ============

Basic loss per common stock                       $      (.03)      $      (.04)      $      (.01)      $      (.12)
                                                  ============      ============      ============      ============

Diluted loss per common stock                     $      (.03)      $      (.04)      $      (.01)      $      (.12)
                                                  ============      ============      ============      ============

Weighted average common shares
outstanding-basic                                   5,371,030         5,371,030         5,371,030         5,371,030
                                                  ============      ============      ============      ============

Weighted average common shares
outstanding-diluted                                 5,371,030         5,371,030         5,371,030         5,371,030
                                                  ============      ============      ============      ============

                            See accompanying notes to the consolidated financial statements.
</TABLE>

                                                           2
<PAGE>
<TABLE>

                                       AVENUE ENTERTAINMENT GROUP, INC.

                                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                    NINE MONTHS     Nine months
                                                                       ENDED           ended
                                                                   SEPTEMBER 30,   September 30,
                                                                        2004           2003
                                                                    (UNAUDITED)     (unaudited)
                                                                     ----------      ----------

<S>                                                                  <C>             <C>
Cash flows from operating activities:
   Net loss                                                          $ (54,415)      $(628,955)
Adjustments to reconcile net loss to net cash (used for)
    provided by operating activities:
   Depreciation                                                          3,867           6,569
   Amortization - film production costs                                 13,492          61,871
   Deferred compensation                                               (11,224)        122,415
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                             116,219          22,089
       Film costs                                                       74,278         (97,507)
       Other assets                                                      1,163            (213)
       Accounts payable and accrued expenses                           (52,334)         26,711
       Deferred income                                                 (75,996)          7,784
       Due to related party                                                  0           7,775
                                                                     ----------      ----------

           Net cash provided by (used for) operating activities      $  15,050       $(471,461)


                       See accompanying notes to the consolidated financial statements.
</TABLE>

                                                      3
<PAGE>
<TABLE>

                        AVENUE ENTERTAINMENT GROUP, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                               NINE MONTHS     Nine months
                                                                  ENDED           ended
                                                              SEPTEMBER 30,   September 30,
                                                                  2004            2003
                                                               ----------      ----------
                                                               (UNAUDITED)    (unaudited)
<S>                                                            <C>             <C>
Cash flows from financing activities:
   Proceeds from (repayment of) loan payable                   $ (27,000)      $ 163,000
                                                               ----------      ----------

     Net cash provided by (used for) financing activities        (27,000)        163,000

     Net decrease in cash                                        (11,950)       (308,461)

Cash at beginning of year                                         37,626         358,216
                                                               ----------      ----------

Cash at end of period                                          $  25,676       $  49,755
                                                               ==========      ==========

Supplemental cash flow information:
  Cash paid during the year for:
     Interest                                                  $   1,529       $   1,851
                                                               ==========      ==========
     Income taxes                                              $       0       $  20,729
                                                               ==========      ==========

</TABLE>
                    See accompanying notes to consolidated financial statements.

                                                 4
<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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, 2003. The Independent Auditor's
Report dated March 12, 2004 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 September 30, 2004, and
the results of its operations and its cash flows for the nine months ended
September 30, 2004 and 2003 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.

                                       5
<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)


Loss per Common Share

         The Company has adopted Statement of Financial Accounting Standards
(SFAS) No. 128, "Earnings per Share", which established standards for computing
and presenting earnings per share (EPS). The statement simplifies the standards
for computing EPS, replaces the presentation of primary EPS with a presentation
of basic EPS and requires a dual presentation of basic and diluted EPS on the
face of the income statement. Basic EPS are based upon the weighted average
number of common shares outstanding during the period. Diluted EPS are based
upon the weighted average number of common shares if all dilutive potential
common shares had been outstanding.

         The following potential common shares have been excluded from the
computation of diluted net loss per share for the three months and the nine
months ended September 30, 2003 and the three months ended September 30, 2004
because the effect would have been anti-dilutive:

Options outstanding under the Company's stock option plan              2,235,000

         The following potential common shares have been excluded from the
computation of diluted earnings per share for the nine months ended September
30, 2004 due to the exercise price being greater than the Company's weighted
average stock price for the period:

Options outstanding under the Company's stock option plan                970,000


2.       FILM COSTS

         Film costs consist of the following:

                                                                SEPTEMBER 30,
                                                                    2004
                                                                -------------

In process or development                                       $  161,932
Released, net of accumulated amortization of $17,183,912             6,947
                                                                ----------
                                                                $  168,879
                                                                ===========

3.       PROPERTY AND EQUIPMENT

         The major classes of property and equipment consist of the following:

                                       6
<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)



3.       PROPERTY AND EQUIPMENT (CONTINUED)

                                               USEFUL              SEPTEMBER 30,
                                                LIFE                   2004
                                          ----------------          ------------
         Machinery and equipment           4 to 5 years             $ 232,599
         Furniture and fixtures            10 years                    29,495
         Leasehold improvements            3 to 4 years                 3,267
                                                                    ----------
                                                                      265,361
         Less accumulated depreciation                               (258,939)
                                                                     ---------
                                                                    $   6,422
                                                                    ==========

Depreciation expense was $3,867 and $6,569 for the nine months ended September
30, 2004 and 2003, respectively.

4.       LOSS PER SHARE

         The Company calculates loss per share in accordance with SFAS No. 128,
"Earnings per Share." Basic loss per share is computed by dividing the loss
available to common shareholders by the weighted-average number of common shares
outstanding. Diluted loss per share is computed similar to basic loss per share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. Because the
Company has incurred net losses, basic and diluted loss per share are the same.

5.       LOAN PAYABLE

         On April 15, 2003 the Company entered into an unsecured loan for
$250,000 at prime plus 1% with City National Bank increasing to $350,000 on
November 4, 2003. The loan matured on April 15, 2004 and repayment of the
outstanding amount was made in February 2004. On June 21, 2004 the Company
entered into an unsecured loan for $200,000 at prime plus 1% with City National
Bank with a maturity date of June 15, 2005. As of September 30, 2004 $163,000
had been borrowed under the loan. Subsequently, as of November 15, 2004 an
additional amount of $32,000 has been borrowed for a total amount of $195,000.

                                       7
<PAGE>

ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Except for the historical information presented in this document, the
matters discussed in this Form 10-QSB, and specifically in "Management's
Discussion and Analysis or Plan of Operation," or otherwise incorporated by
reference into this document, are "forward looking statements" (as such term is
defined in the Private Securities Litigation Reform Act of 1995). These
statements can be identified by the use of forward- looking terminology such as
"believes," "expects," "may," "will," "intends," "should," or "anticipates" or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. The safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, apply to
forward-looking statements made by Avenue Entertainment Group, Inc. (the
"Company"). You should not place undue reliance on forward-looking statements.
Forward-looking statements involve risks and uncertainties. The actual results
that we achieve may differ materially from any forward-looking statements due to
such risks and uncertainties. These forward-looking statements are based on
current expectations, and we assume no obligation to update this information.
Readers are urged to carefully review and consider the various disclosures made
by us in this report on Form 10-QSB and in our other reports filed with the
Securities and Exchange Commission ("SEC") that attempt to advise interested
parties of the risks and factors that may affect our business.

         The following discussion and analysis of our financial condition and
plan of operation should be read in conjunction with the unaudited financial
statements and accompanying notes and the other financial information appearing
elsewhere in this report and with the audited financial statements contained in
our Form 10-KSB for the year ended December 31, 2003.

OVERVIEW

         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.

                                       8
<PAGE>

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, 2003. The Independent Auditor's
Report dated March 12, 2004 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 September 30, 2004, and
the results of its operations and its cash flows for the nine months ended
September 30, 2004 and 2003 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.

CRITICAL ACCOUNTING POLICIES

         Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expense and disclosures at the date of the financial
statements. On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition, accounts receivables,
inventories and impairment of intangibles. We use authoritative pronouncements,
historical experience and other assumptions as the basis for making estimates.
Actual results could differ from those estimates. We believe that the following
critical accounting policies affect our more significant judgments and estimates
in the preparation of our consolidated financial statements.

REVENUE RECOGNITION

         The Company recognizes revenue in accordance with the provisions of
Statement of Financial Accounting Standards No. 139 and American Institute of
Certified Public Accountants Statement of Position 00-2 (collectively referred
to as "SOP 00-2").

         Revenues from feature film distribution licensing agreements are
recognized on the date the completed film is delivered or becomes available for
delivery, is available for exploitation in the relevant media window purchased
by that customer or licensee and certain other conditions of sale have been met
pursuant to criteria set by SOP 00-2.

         Revenues from domestic television and video licensing contracts, which
provide for the receipt of non-refundable guaranteed amounts, are recognized
when the film is available for exhibition, provided that the other conditions of
sale required by SOP 00-2 have been met. Until all conditions of sale have been
met, amounts received on such licensing contracts are reflected in the
accompanying financial statements as deferred income. International sales and
other sales in the United States are recognized in the period in which payment
is received.

                                       9
<PAGE>

         The market trend of each film is regularly examined to determine the
estimated future revenues and corresponding lives. Due to the nature of the
industry, management's estimates of future revenues may change within the next
year and the change could be material.

         Revenues from producer-for-hire contracts are recognized on a
percentage-of-completion method, measured by the percentage of costs completed
to date to estimated total cost for each contract. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS, INCLUDING FILM COSTS

         Long-lived assets, consisting primarily of property, plant and
equipment and intangibles, including film costs comprise a significant portion
of the Company's total assets. Long-lived assets, including intangibles and film
costs, are reviewed for impairment whenever events or changes in circumstances
have indicated that their carrying amounts may not be recoverable.
Recoverability of assets is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by that asset. The
cash flow projections are based on historical experience, management's view of
growth rates within the industry and the anticipated future economic
environment.

         Factors we consider important which could trigger an impairment review
include the following:

         o        significant underperformance relative to expected historical
                  or projected future operating results;
         o        significant changes in the manner of our use of the acquired
                  assets or the strategy for our overall business;
         o        significant negative industry or economic trends;
         o        significant decline in our stock price for a sustained period;
                  and
         (a)      our market capitalization relative to net book value.

         When we determine that the carrying value of intangibles and long-lived
assets may not be recoverable based upon the existence of one or more of the
above indicators of impairment, we measure any impairment based on a projected
discounted cash flow method using a discount rate determined by our management
to be commensurate with the risk inherent in our current business model.

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 ARE COMPARED TO THE THREE AND
NINE MONTHS ENDED SEPTEMBER 30, 2003.

REVENUES

         Revenues for the three and nine months ended September 30, 2004 were
approximately $137,000 and $781,000 compared to $119,000 and $375,000 for the
three and nine months ended September 30, 2003. Revenues earned in 2004 were
derived primarily from producer fees for the feature film CLOSER, the HBO First
Look Deal and the licensing of rights of the "Hollywood Collection" in secondary
markets through Janson Associates.

                                       10
<PAGE>

FILM PRODUCTION COSTS

         Film production costs for the three and nine months ended September 30,
2004 were approximately $8,000 and $26,000 compared to ($2,000) and $53,000 for
the three and nine months ended September 30, 2003. The net decrease in film
production costs for the year is due to a decrease in revenues earned in
secondary markets through Janson Associates.

SELLING, GENERAL AND ADMINISTRATIVE

         Selling, general and administrative (S,G&A) expenses for the three and
nine months ended September 30, 2004 were approximately $271,000 and $859,000
compared to $337,000 and $936,000 for the three and nine months ended September
30, 2003. The decrease in S,G&A is not significant but does remain consistent
with previous quarters.

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2004, the Company had approximately $26,000 of cash.
Revenues were insufficient to cover costs of operations for the quarter ended
September 30, 2004. The Company has a working capital deficiency and has an
accumulated deficit of $9,001,000 through September 30, 2004. 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
March 12, 2004 on the Company's consolidated financial statements for the year
ended December 31, 2003 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.

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.

                                       11
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

         Based on the evaluation conducted by the Chief Executive and Financial
Officer, as of a date within 90 days of the filing date of this quarterly
report, of the effectiveness of the Company's disclosure controls and
procedures, the CEO/CFO concluded that, as of the evaluation date (1) there were
no significant deficiencies or material weaknesses in the Company's disclosure
controls and procedures, (2) there were no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the evaluation date, and (3) no corrective actions were required
to be taken.


                                       12
<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

                               SEPTEMBER 30, 2004

                           PART II. OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

We may become involved in litigation arising out of operations in the normal
course of business. As of September 30, 2004, we are not a party to any pending
legal proceedings the adverse outcome of which could reasonably be expected to
have a material adverse effect on our operating results or financial position.


ITEM 2.           CHANGES IN SECURITIES

         (a)      There were no modifications of instruments defining the rights
                  of the holders of any class of registered securities.
         (b)      The rights evidenced by any class of registered securities
                  have not been materially limited or qualified by the issuance
                  or modification of any other class of securities.
         (c)      In the first, second and third quarters ended September 30,
                  2004 there were no sales of unregistered securities.
         (d)      Rule 463 of the Securities Act is not applicable to the
                  Company.
         (e)      In the first, second and third quarters ended September 30,
                  2004 there were no repurchases by the Company of its Common
                  Stock.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  None


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

                  In the first and second quarters ended September 30, 2004
                  there were no matters submitted to a vote of security holders.


ITEM 5.           OTHER INFORMATION

                  None.


                                       13
<PAGE>

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                           31. Certification of Chief Executive and Financial
                  Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2003.

                           32. Written Statement of the President and Chief
                  Executive and Financial Officer pursuant to 18 U.S.C. ss.1350.

                  (b)      Reports

                           NO REPORTS WERE FILED UNDER FORM 8-K FOR THE QUARTER
                           ENDED SEPTEMBER 31, 2004. TBD



                                   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:             November 15, 2004        BY:  /S/ Cary Brokaw
                                                --------------------------------
                                                Cary Brokaw
                                                President and Chief Executive
                                                and Financial Officer, Director


                                       14