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 March 31, 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
May 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 -
         March 31, 2001                                                     1

         Unaudited Consolidated Condensed Statements of Operations -
         Three Months Ended March 31, 2001 and 2000                         2

         Unaudited Consolidated Condensed Statements of Cash Flows -
         Three Months Ended March 31, 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

                                                                    March 31,
                                                                      2001

Assets

Cash                                                     $            98,679
Accounts receivable                                                   54,339
Income tax receivable                                                 18,632
Film costs, net                                                      671,084
Property and equipment, net                                           47,158
Goodwill                                                           1,696,859
Other assets                                                          19,712
                                                                 -----------
Total assets                                             $         2,606,463
                                                                   =========


Liabilities and Stockholder's Equity

Accounts payable and accrued expenses                    $           704,501
Deferred income                                                      241,075
Deferred compensation                                                613,053
Due to related party                                                 146,597
                                                                  ----------
Total liabilities                                                  1,705,226
                                                                   ---------

Stockholders' equity

Common stock, par value $.01 per share                                53,710
Additional paid-in capital                                         7,172,839
Accumulated Deficit                                               (6,171,625)
Treasury Stock                                                        (3,687)
Note receivable for common stock                                    (150,000)
                                                                  -----------
Total stockholders' equity                                           901,237
                                                                  ----------
Total liabilities and stockholders' equity               $         2,606,463
                                                                  ==========


   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                               Three months        Three months
                                                  ended               ended
                                                March 31,           March 31,
                                                     2001                2000
                                                -------------      -----------


Operating revenues                              $     72,097     $      99,926
                                                  ----------         ---------

Costs and expenses:
Film production costs                                 18,386            51,383
Selling, general and administrative expenses         493,653           503,025
                                                  ----------        ----------
Total costs and expenses                             512,039           554,408
                                                  ----------        ----------

Loss before income tax                              (439,942)         (454,482)

Income tax expense                                          50             128
                                                --------------    ------------

Net loss                                        $   (439,992)    $    (454,610)
                                                  ===========        ==========

Basic and diluted loss per common stock         $       (.09)    $        (.10)
                                                  ==============     ==========





   See accompanying notes to the consolidated condensed financial statements.


<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                 Three months        Three months
                                                                                    ended               ended
                                                                                  March 31,           March 31,
                                                                                       2001                2000
                                                                                  -------------       ----------


Cash flows from operating activities:
<S>                                                                              <C>                  <C>
   Net loss                                                                      $    (439,992)       $    (454,610)
Adjustments to reconcile net loss to net cash (used for) provided by
   Depreciation                                                                          4,938                6,043
   Amortization - film production costs                                                 11,115               23,321
   Amortization - goodwill                                                              70,130               70,130
   Deferred compensation                                                                93,193               (8,577)
   Stock compensation                                                                        0                9,375
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                                              59,397              384,330
       Film costs                                                                       (5,609)             (12,577)
       Other assets                                                                     (2,073)               1,395
       Accounts payable and accrued expenses                                            (3,416)             (12,683)
       Deferred income                                                                  99,076               53,150
       Due to related party                                                               (449)                   0
                                                                                  --------------       -------------

           Net cash (used for) provided by operating activities                       (113,690)              59,297

Cash flows from investing activities:

       Purchase of equipment                                                                   0             (1,264)
                                                                                  --------------        -----------

           Net cash used in investing activities                                               0             (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>

                                                                       Three months        Three months
                                                                          ended               ended
                                                                        March 31,           March 31,
                                                                            2001               2000
                                                                        -------------       ---------


Cash flows from financing activities:
<S>                                                                     <C>                          <C>
     Issuance of common stock                                           $  50,000                    0
                                                                        ------------
           Net cash provided by financing activities                       50,000                    0

           Net increase (decrease) in cash                                (63,690)              58,033

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

Cash at end of period                                                   $  98,679           $  534,231
                                                                         =========           ==========

Supplemental cash flow information: Cash paid during the year for:

     Interest                                                           $       4           $      403
                                                                        ==========           ==========
     Income taxes                                                       $      50           $       128
                                                                        ==========           ==========


</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 March 31,  2001,  the
results of  operations  and its cash flows for the three  months ended March 31,
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:

                                                             March 31,
                                                                 2001

In process or development                                  $    272,796
Released, net of accumulated amortization                       398,288
                                                                -------
  of $16,520,119                                           $    671,084
                                                             ==========







3.       Acquisition

         In  February  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 at closing and an additional  330,000  shares were  exchanged in March
2001. The Company has accounted for this transaction and recorded  approximately
$154,000 of goodwill, subject to final adjustment, which is being amortized over
10 years.


<PAGE>


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

         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 March 31,  2001,  the  Company  had  approximately  $99,000 of cash.
Revenues have been  insufficient  to cover costs of  operations  for the quarter
ended March 31, 2001.  The Company has a working  capital  deficiency and has an
accumulated  deficit  of  $6,172,000  through  March  31,  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  ended March 31,  2001,  the Company had a loss before
income taxes of  approximately  $440,000  compared to a loss of $454,000 for the
quarter  ended March 31, 2000.  The loss for the period was primarily the result
of reduced revenues earned.

Revenues

         Revenues for the three  months ended March 31, 2001 were  approximately
$72,000  compared to $100,000 for the three  months  ended March 31,  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
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.

Film production costs

         Film  production  costs for the three  months ended March 31, 2001 were
$18,000  compared to $51,000 for the three  months  ended  March 31,  2000.  The
decrease in film production cost is directly related to the decrease in revenues
and to the movie, "Danny" which has been fully amortized.


<PAGE>

Selling, General and Administrative

         Selling,  general and  administrative  (S,G&A)  expenses  for the three
months  ended March 31, 2001 were  $494,000  compared to $503,000  for the three
months ended March 31, 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 March 31, 2001, DBE received  330,000 of the additional  400,000 shares of
the Company's common stock.

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.

<PAGE>

         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.

                                 March 31, 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:   May 15, 2001                    BY: Gene Feldman
                                            Chairman of the Board

DATE:   May 15, 2001                    BY: Cary Brokaw
                                            President and Chief Executive
                                            Officer, Director

DATE:   May 15, 2001                    BY: Sheri L. Halfon
                                            Senior Vice President,
                                            Chief Financial Officer