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 June 30, 2000

                                       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 1, 2000:

    Common Stock                                              4,589,030



<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

                                Table of Contents

PART I.     FINANCIAL INFORMATION                                   Page No.


           Consolidated Condensed Balance Sheets -
           June 30, 2000 (unaudited) and December 31, 1999             1

           Unaudited Consolidated Condensed Statements of
           Operations -Three Months and Six Months Ended
           June 30, 2000 and 1999                                      2

           Unaudited Consolidated Condensed Statements of
           Cash Flows- Six Months Ended June 30, 2000 and 1999         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>



                                        2

                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.

                      Consolidated Condensed Balance Sheets

                                              June 30,       December 31,
                                                 2000               1999
                                               -----           ----------
                                                2000
                                             (unaudited)

Assets

Cash                                      $      280,709     $     476,198
Accounts receivable                              253,766           652,429
Income tax receivable                             29,703            29,703
Film costs, net                                  917,558           959,850
Property and equipment, net                       61,843            72,664
Goodwill                                       1,753,249         1,893,509
Other assets                                       16,172           18,169
                                              -----------       ----------
Total assets                              $    3,313,000     $   4,102,522
                                               =========         =========


Liabilities and Stockholder's Equity

Accounts payable and accrued expenses     $    1,165,888     $   1,151,045
Deferred income                                  202,278           149,128
Loan payable                                     197,500           277,500
Deferred compensation                            425,552           340,783
Due to related party                              99,172            99,172
                                              -----------       -----------
Total liabilities                          $    2,090,390    $   2,017,628


Stockholders' equity

Common stock, par value $.01 per share             45,890            45,890
Additional paid-in capital                      6,966,644         6,947,894
Accumulated deficit                            (5,636,237)       (4,755,203)
Treasury stock                                     (3,687)
Note receivable for common stock                 (150,000)         (150,000)
                                                 ---------       ------------
Total stockholders' equity                      1,222,610         2,084,894
                                               ----------        ----------
Total liabilities and stockholders'
 equity                                    $    3,313,000     $   4,102,522
                                               ==========        ==========


   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,
                                                 --------------                --------------
                                                 2000          1999           2000           1999
                                                  ----          ----           ----           ----

<S>                                        <C>               <C>            <C>            <C>
Operating revenues                         $    149,009      $ 198,736      $ 248,935      $ 376,405
                                               --------       --------       -------

Cost and expenses:
  Film production costs                           84,682        54,746        136,065        121,572
  Selling, general & administrative

     expenses                                    489,820       505,320        992,845        976,389
                                          -----------------------------------------------------------

       Total costs and expenses                  574,502       560,066      1,128,910      1,097,961
                                          -----------------------------------------------------------

Unrealized gain(loss) on trading                       0       (93,556)             0        (63,288)
Gain(loss) on sale of investments                      0        (9,477)             0         15,003
                                          -----------------------------------------------------------

Loss before income tax                          (425,493)     (464,363)      (879,975)      (769,841)

Income tax benefit                                   931           716          1,059          2,717
                                          -----------------------------------------------------------

Net loss                                   $  (426,424)      $ 465,079)    $ (881,034)     $(772,558)

                                          ===========================================================

Basic and diluted loss per common stock        $ (0.09)        $ (0.11)       $ (0.19)       $ (0.19)
                                          ===========================================================


</TABLE>



   See accompanying notes to the consolidated condensed financial statements.


<PAGE>





                        AVENUE ENTERTAINMENT GROUP, INC.

           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                    Six months     Six months
                                                                         ended          ended
                                                                       June 30,       June 30,
                                                                          2000           1999

Cash flows from operating activities:

<S>                                                             <C>              <C>
  Net loss                                                      $     (881,034)  $     (772,558)
Adjustments to reconcile net loss to net cash used for
  Depreciation                                                          12,085           12,257
  Amortization - film production costs                                 101,541          118,080
  Amortization - goodwill                                              140,260          140,260
   Loss on sale of fixed assets                                              0              465
   Proceeds from sale of marketable securities                               0            1,360
  Gain on sale of investments                                                0          (15,003)
  Unrealized gain on trading securities                                      0           63,288
  Proceeds from sale of marketable securities                                0          229,901
  Deferred compensation                                                 84,769           62,500
  Stock compensation                                                    18,750           18,750
  Changes in assets and liabilities which affect net income:
      Accounts receivable                                              398,663           28,091
      Film costs                                                       (59,249)        (119,355)
      Other assets                                                       1,997           (4,288)
      Accounts payable and accrued expenses                             14,843          113,332
      Deferred income                                                   53,150                0
      Income Taxes                                                           0              305
      Due to related party                                                   0            14,996
                                                                    --------------       ------

         Net cash used for operating activities                       (114,225)        (107,619)

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

         Net cash used for investing activities                         (1,264)          (3,056)
                                                                        -------          -------

</TABLE>


   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

                 CONSOLIDATED CONSENSED STATEMENTS OF CASH FLOWS

                                   (unaudited)

                                                 Six months         Six months
                                                     ended            ended
                                                   June 30,          June 30,
                                                       2000              1999
                                                 ---------------  ------ ----

Cash flows from financing activities:

    Repayment of long-term debt                  $ (80,000)       $        -

      Net cash used for financing activities        (80,000)               0

      Net decrease in cash                          (195,489)        (110,675)

Cash at beginning of year                        $   476,198       $   472,240
Cash at end of period
                                                 $   280,709       $   316,565
                                                     =======           =======
Supplemental cash flow information:
  Cash paid during the year for:
    Interest expense                             $     2,008       $     4,432
                                                     =======             =====
    Income taxes                                 $     1,059       $     2,717
                                                     =======             =====








     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, 1999. 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,  2000,  the
results  of  operations  for the three and six months and its cash flows for the
six  months  ended June 30,  2000 and 1999 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,      December 31,
                                                         2000             1999
                                                      ------         ------ ----

In process or development                          $  331,798   $      267,404
Released, net of accumulated amortization             585,760          692,446
                                                     --------       ----------
 of $16,443,019 and $16,341,477, respectively      $  917,558   $      959,850
                                                     ========       ==========


3.      Loan payable

        On May 27, 1997, the Company entered into an unsecured  demand note (the
      "Note") which provided the Company with borrowings in the principal amount
      of $150,000, at prime plus 1%, with Fleet Bank, National Association.  The
      Note is  payable  on  demand  and as of June 30,  2000,  $47,500  had been
      borrowed under the Note.

        On June  3,  1999,  the  Company  entered  into an  unsecured  loan  for
      $1,000,000  at prime  plus 1% with City  National  Bank  which  matured on
      October 1, 1999. As of June 30, 2000 $150,000 had been borrowed  under the
      loan and the loan has been extended through September 1, 2000.


<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 June 30,  2000,  the  Company  had  approximately  $281,000  of cash.
Revenues have been  insufficient  to cover costs of  operations  for the quarter
ended June 30, 2000.  The Company has a working  capital  deficiency  and has an
accumulated   deficit  of  $5,636,000  through  June  30,  2000.  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 12, 2000 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,  2000,  the Company had a
loss before income taxes of  approximately  $425,000 and $880,000  compared to a
loss of $464,000  and  $770,000  for the  quarter and six months  ended June 30,
1999.  The loss for the period  was  primarily  the  result of reduced  revenues
earned.

Revenues

        Revenues  for the three  months  ended June 30, 2000 were  approximately
$149,000  compared to $199,000 for the three  months  ended June 30,  1999.  The
Revenues  earned  during  the  three and six  months  ended  June 30,  2000 were
primarily derived from the licensing of rights of the "Hollywood  Collection" in
secondary markets through Janson Associates. In addition, the Company received a
nonrefundable  $50,000 in supervisory  development  fees related to the setup of
two motion  pictures with a third party  financier.  The revenues earned in 1999
were  derived  from  producer  fees  including  $95,000 and  $50,000  related to
"Wayward  Son" and "Time  Shifters",  respectively  and the sale of the domestic
rights to "Betty  Buckley,  In  Performance  and In Person"  to the Bravo  Cable
network  for  $50,000,  as  well  as  licensing  of  rights  of  the  "Hollywood
Collection" in secondary markets.

<PAGE>


        Revenues  for the six  months  ended  June 30,  2000 were  approximately
$249,000 compared to $376,000 for the six months ended June 30, 1999.

Film production costs

        Film  production  costs for the three  months  ended June 30,  2000 were
$85,000  compared  to  $55,000  for the three  months  ended  June 30,  1999 and
included additional costs of $25,000 associated with the "Timeshifters."

Selling, General and Administrative

        Selling,  general  and  administrative  (S,G&A)  expenses  for the three
months  ended June 30, 2000 were  $490,000  compared  to $505,000  for the three
months ended June 30, 1999. Selling, general and administrative (S,G&A) expenses
for the six months  ended June 30, 2000 were  $993,000  compared to $976,000 for
the six months ended June 30, 1999.

Recent Accounting Developments

        In June 1998, the Financial  Accounting Standards Board issued Statement
of  Financial  Accounting  Standard  No.  133  ("SFAS  133"),   "Accounting  for
Derivative  Instruments  and Hedging  Activities."  This  Statement  establishes
accounting and reporting  standards for derivative  instruments  and for hedging
activities.  It requires  that an entity  recognize  all  derivatives  as either
assets or liabilities  in the statement of financial  position and measure those
instruments  at fair  value.  This  statement  as amended by SFAS 137 and 138 is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
The Company will adopt SFAS 133, when effective,  which is currently anticipated
to be by January 1, 2001.  The Company is still  evaluating  its  position  with
respect to the use of derivative instruments.

         FASB  Interpretation  No.  44,  "Accounting  for  Certain  Transactions
Involving Stock  Compensation" ("FIN No. 44") provides guidance for applying APB
Opinion  No.  25,  "Accounting  for Stock  Issued to  Employees".  With  certain
exceptions,  FIN No. 44 applies prospectively to new awards, exchanges of awards
in a business  combination,  modifications to outstanding  awards and changes in
grantee  status on or after July 1, 2000.  The Company does not believe that the
implementations  of FIN No. 44 will have a significant  effect on its results of
operations.

         In December  1999,  the SEC issued Staff  Accounting  Bulletin  No.101,
"Revenue  Recognition in Financial  Statements" ("SAB No. 101") which summarizes
certain of the SEC  staff's  views in  applying  generally  accepted  accounting
principles to revenue recognition in financial statements.  SAB No. 101, amended
by SAB No.  101A issued on March 24,  2000,  requires  registrants  to adopt the
accounting guidance contained therein by no later than the second fiscal quarter
of the fiscal year beginning  after December 15, 1999. On June 26, 2000, the SEC
issued SAB No. 101B which postponed the  implementation of SAB No. 101 until the
quarter  beginning  October 1, 2000.  The  Company is  currently  assessing  the
financial  impact  of  complying  with  SAB No.  101 and has not yet  determined
whether  applying  the  accounting  guidance of SAB No. 101 will have a material
effect on its financial position or results of operations.
<PAGE>

Year 2000

        During 1999,  the Company  completed any required  modifications  to its
critical systems and applications relating to year 2000 issues. The Company also
completed a survey of its significant suppliers to assess their vulnerability if
these companies were to fail to remediate their year 2000 issues.  The responses
received  indicated  that the  Company's  suppliers  were aware of the year 2000
issue and were  implementing all necessary  changes prior to the end of calendar
year  1999.  The  Company  also  formulated  contingency  plans to  ensure  that
business-critical  processes were protected from disruption and will continue to
function during and after the year 2000.  During 1999, the Company did not incur
any material  costs in connection  with  identifying,  evaluating or remediating
year 2000 issues.

        The Company's  business and operations  experienced no material  adverse
effects  from the  calendar  change  to the year 2000 or from the leap year that
occurred  in 2000,  and we have  not  been  notified  of any  disruptions  to or
failures in the systems of any of our suppliers.

        The Company  will  continue to monitor our  information  technology  and
non-information  technology  systems  and  those of third  parties  with whom we
conduct  business  throughout  the year 2000 to ensure that any latent year 2000
issues that may arise are addressed promptly.  Although we do not anticipate any
additional expenditures relating to year 2000 compliance,  we cannot provide any
assurance as to the  magnitude of any future  costs until  significant  time has
passed.

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;  the risk that
the Company's  preparations with respect to the risks presented by the year 2000
issue will not be adequate;  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.

Market Risk Exposure

        The  financial  position  of the  Company  is  subject  to  market  risk
associated  with interest rate  movements on  outstanding  debt. The Company has
debt  obligations  with  variable  terms.  The carrying  value of the  Company's
variable  rate debt  obligation  approximates  fair value as the market  rate is
based on prime.



<PAGE>

                           PART II. OTHER INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.

                                  June 30, 2000

                                   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:          August 14, 2000              Gene Feldman
                                            Chairman of the Board





DATE:          August 14, 2000               Cary Brokaw
                                             President and Chief Executive
                                             Officer, Director




DATE:          August 14, 2000               Sheri L. Halfon
                                             Senior Vice President,
                                             Chief Financial Officer