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, 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
November 13, 2000:

     Common Stock                                             4,591,030



<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

                                Table of Contents

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

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

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

         Unaudited Consolidated Condensed Statements of Cash Flows -       3
         Nine Months Ended September 30, 2000 and 1999

         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.

                      Consolidated Condensed Balance Sheets

                                                  September 30,     December 31,
                                                      2000               1999
                                                   (unaudited)

Assets

Cash                                         $       170,386      $     476,198
Accounts receivable                                  313,069            652,429
Income tax receivable                                 29,703             29,703
Film costs, net                                      714,477            959,850
Property and equipment, net                           58,256             72,664
Goodwill                                           1,683,119          1,893,509
Other assets                                          16,351             18,169
                                                 -----------         ----------
Total assets                                 $     2,985,361      $   4,102,522
                                                   =========          =========


Liabilities and Stockholder's Equity

Accounts payable and accrued expenses        $     1,047,056      $   1,151,045
Deferred income                                      143,301            149,128
Loan payable                                               0            277,500
Deferred compensation                                468,899            340,783
Due to related party                                 147,046             99,172
                                                  ----------        -----------
Total liabilities                                  1,806,302          2,017,628
                                                   ---------        -----------

Stockholders' equity

Common stock, par value $.01 per share                45,910             45,890
Additional paid-in capital                         6,976,639          6,947,894
Accumulated deficit                               (5,689,803)        (4,755,203)
Treasury stock                                        (3,687)            (3,687)
Note receivable for common stock                    (150,000)          (150,000)
                                                    ---------       ------------
Total stockholders' equity                         1,179,059          2,084,894
                                                  ----------         ----------
Total liabilities and stockholders' equity   $     2,985,361      $   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                         Nine Months
                                                             ended September 30,                  ended September 30,
                                                            2000              1999                2000           1999
                                                            ----              ----                ---- -         ----

<S>                                                 <C>              <C>                     <C>              <C>
Operating revenues                                  $    621,504     $    2,876,475          $   870,439      $  3,252,880
                                                   --------------    ---------------         -----------      ------------

Cost and expenses:
  Film production costs                                  131,149          2,685,878              267,214           2,807,450
  Selling, general & administrative
     expenses                                            539,758            422,186            1,532,603           1,398,575
                                                   --------------------------------------------------------------------------

       Total costs and expenses                          670,907          3,108,064            1,799,817           4,206,025
                                                   --------------------------------------------------------------------------

Unrealized gain(loss) on trading securities                    0             17,580                    0             (45,708)
Gain(loss) on sale of investments                              0                  0                    0              15,003
                                                   --------------------------------------------------------------------------

Loss before income tax                                   (49,403)          (214,009)            (929,378)           (983,850)

Income tax expense (benefit)                               4,163             (1,837)               5,222                 880
                                                   ------------------------------------------------------------------------

Net loss                                            $    (53,566)     $    (212,172)         $  (934,600)      $    (984,730)
                                                   ==========================================================================

Basic and diluted loss per common stock             $      (0.01)     $       (0.05)         $     (0.20)      $       (0.23)

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

</TABLE>




   See accompanying notes to the consolidated condensed financial statements.


<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED Consolidated CONDENSED StatementS of Cash Flows


<TABLE>
<CAPTION>

                                                                 Nine months             Nine months
                                                                   ended                    ended
                                                                 September 30,           September 30,
                                                                     2000                   1999

Cash flows from operating activities:

<S>                                                              <C>                   <C>
   Net loss                                                      $   (934,600)         $  (984,730)
Adjustments to reconcile net loss to net cash used for
   operating activities:
   Depreciation                                                         18,246               18,349
   Amortization - film production costs                                248,142            2,770,391
   Amortization - goodwill                                             210,390              210,390
   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               45,708
   Proceeds from sale of marketable securities                               0              229,901
   Deferred compensation                                               128,116              325,250
   Stock compensation                                                   28,125               28,125
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                             339,360             (486,454)
       Film costs                                                       (2,769)          (3,824,375)
       Other assets                                                      1,818               11,294
       Accounts payable and accrued expenses                          (103,989)              (8,754)
       Deferred income                                                  (5,827)             700,000
       Income Taxes                                                          0               25,297
       Due to related party                                             47,874                6,691
                                                                  ------------          -----------

           Net cash used for operating activities                      (25,114)            (946,095)

Cash flows from investing activities:

       Purchase of equipment                                            (3,838)              (3,056)
                                                                   ------------         -----------

           Net cash used for investing activities                       (3,838)              (3,056)
                                                                   ------------         ------------

</TABLE>


   See accompanying notes to the consolidated condensed financial statements.


<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED CONSOLIDATED CONDENSE STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                  Nine months           Nine months
                                                                                     ended                 ended
                                                                                 September 30,           September 30,
                                                                                      2000                  1999


Cash flows from financing activitied
<S>                                                                           <C>                   <C>
     Sale of common stock                                                     $            640      $        500,000
     Proceeds from issuance of short term debt                                               0               715,000
     Repayment of long-term debt                                                      (277,500)              (48,006)
                                                                                      ---------              --------

                 Net cash (used for) provided by financing activities                 (276,860)            1,166,994

                 Net (decrease) increase in cash                                      (305,812)              217,843

Cash at beginning of year                                                              476,198               427,240
                                                                                  ------------           -----------

Cash at end of period                                                         $        170,386      $        645,083
                                                                                  ================       ===========
Supplemental cash flow information:
   Cash paid during the period for:

     Interest expense                                                         $          3,598      $          7,661
                                                                                  ============          ============
     Income taxes                                                             $          5,222      $          2,717
                                                                                  ============          ============



</TABLE>



     See accompanying notes to consolidated condensed financial statements.


<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

         UNAUDITED Notes to Consolidated CONDENSED 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, 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 September 30, 2000, the
results of  operations  for the three and nine months and its cash flows for the
nine months ended September 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.

   UNAUDITED NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)





2.       Film costs

         Film costs consist of the following:

                                                   September 30,   December 31,
                                                        2000            1999

In process or development                          $     285,404   $  267,404
Released, net of accumulated amortization                429,073      692,446
  of $16,589,619 and $16,341,477, respectively
       Film costs, net                             $     714,477   $  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 balance
of $47,500 at June 30, 2000 was paid in full in August 2000.

          On June 3,  1999,  the  Company  entered in to an  unsecured  loan for
$1,000,000  at prime plus 1% with City National Bank which matured on October 1,
1999 and was extended through September 1, 2000. The balance of $150,000 at June
30, 2000 was paid in full in August 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 September 30, 2000, the Company had approximately  $170,000 of cash.
Revenues have been  insufficient  to cover costs of  operations  for the quarter
ended September 30, 2000. The Company has a working  capital  deficiency and has
an accumulated  deficit of $5,690,000  through September 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 nine months ended  September 30, 2000,  the Company
had a loss before income taxes of approximately $49,000 and $929,000 compared to
a loss of $214,000 and $984,000 for the quarter and nine months ended  September
30,  1999.  The  reduced  loss for the period was  primarily  the result of less
revenues earned offset by a decrease in Film Production  costs.  Film Production
costs  for 1999  included  the  amortization  of the  production  costs for "The
Timeshifters."

Revenues

         Revenues  for the three and nine months ended  September  30, 2000 were
approximately  $622,000 and $870,000  compared to $2,876,000  and $3,253,000 for
the three and nine months ended  September 30, 1999. The Revenues  earned during
the three and nine months ended  September 30, 2000 were primarily  derived from
the  licensing of rights of the  "Hollywood  Collection"  in  secondary  markets
through  Janson  Associates,  from  producer  and  development  fees for the HBO
project,  "Wit",  and from the  licensing of "David  Copperfield"  to Bravo.  In
addition, the Company received $50,000 in nonrefundable  supervisory development
fees related to the setup of two motion  pictures with a third party  financier.
The revenues  earned in 1999 were primarily  derived from delivery to TBS of the
"The Timeshifters."


<PAGE>

Film production costs

         Film  production  costs for the three months ended  September  30, 2000
were $131,000  compared to $2,686,000  for the three months ended  September 30,
1999. The Film  Production  costs for the three months ended  September 30, 1999
primarily  represent the cost associated with the delivery of "The Timeshifters"
to TBS.

Selling, General and Administrative

         Selling,  general and  administrative  (S,G&A)  expenses  for the three
months ended September 30, 2000 were $540,000 compared to $422,000 for the three
months ended September 30, 1999.  Selling,  general and  administrative  (S,G&A)
expenses for the nine months ended September 30, 2000 were  $1,533,000  compared
to $1,399,000 for the nine months ended September 30, 1999. The increase for the
three and nine month periods are primarily  attributable to increased commission
on  sales  of the  "Hollywood  Collection"  as  well  as  professional  fees  in
connection with the Company's efforts to raise additional financing.

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 No. 133, effective January 1, 2001.

         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 implementation of this standard did
not have a significant effect on our 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
fourth quarter of 2000. The Company does not believe that the  implementation of
SAB No. 101 will have a significant effect on its results of operations.


<PAGE>

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.


<PAGE>



                           PART II. OTHER INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.

                               September 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:          November 14, 2000           BY:  Gene Feldman
                                                Chairman of the Board



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



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