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, 2002

                                       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 12, 2002:



     Common Stock                       5,371,030



<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

                                Table of Contents


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

         Unaudited Consolidated Condensed Balance Sheet -
         September 30, 2002                                                 1

         Unaudited Consolidated Condensed Statements of Operations -
         Three and Nine Months Ended September 30, 2002 and 2001            2

         Unaudited Consolidated Condensed Statements of Cash Flows -
         Nine Months Ended September 30, 2002 and 2001                      3

         Unaudited Notes to Consolidated Condensed Financial Statements     5

         Management's Discussion and Analysis or Plan of Operation          8

         Controls and Procedures                                           12

PART II. OTHER INFORMATION

          Signatures                                                       13

          Statement By Principal Executive Officer Regarding Facts and
          Circumstances Relating to Exchange Act Filings                   14

          Statement By Principal Financial Officer Regarding Facts and
          Circumstances Relating to Exchange Act Filings                   16



<PAGE>




                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.


                 UNAUDITED Consolidated Condensed Balance Sheet


                                                                  September 30,
                                                                        2002
                                                                    (unaudited)
Assets

Cash                                                              $    548,523
Accounts receivable, net of allowance of $10,000                        92,047
Film costs, net                                                        320,724
Property and equipment, net                                             26,960
Goodwill, net of accumulated amortization of $2,049,200                909,999
Other assets                                                            17,849
                                                                   -----------
Total assets                                                      $  1,916,102
                                                                     =========


Liabilities and Stockholders' Deficit

Accounts payable and accrued expenses                             $    439,298
Deferred income                                                        506,321
Deferred compensation                                                  900,479
Due to related party                                                   146,597
                                                                    ----------
Total liabilities                                                    1,992,695
                                                                     ---------

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                                                 (7,149,455)
Treasury stock, at cost                                                 (3,687)
Note receivable for common stock                                      (150,000)
                                                                    -----------
Total stockholders' deficit                                            (76,593)
                                                                   ------------
Total liabilities and stockholders' deficit                       $  1,916,102
                                                                    ==========


                    See accompanying notes to the consolidated condensed
financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS



<TABLE>

<CAPTION>

                                                         Three months      Three months    Nine monthsd    Nine months
                                                            ended              ended          ended            ended
                                                       September 30, 2002  September 30,    September 30   September 30,
                                                            2002              2001              2002           2001
                                                        (unaudited)         (unaudited)      (unaudited)   (unaudited



<S>                                                    <C>                  <C>                   <C>                  <C>
Operating revenues                                     $         309,894    $      286,638        $ 1,320,80           617,533
                                                      -----------------     --------------          --------      ----------------

Cost and expenses:
  Film production costs                                           35,971            45,962            93,108           151,349
  Selling, general & administrative expenses                     310,414           403,625           949,297         1,286,909
  Impairment loss on goodwill                                          0                 0                 0                 0
                                                      -------------------------------------------------------------------------
       Total costs and expenses                                  346,385           449,587         1,042,405         1,438,258
                                                      -------------------------------------------------------------------------

Income (loss) before income tax                                 (36,491)         (162,949)           278,397         (820,725)

Income tax expense                                                     0               300               460             1,950
                                                      -------------------------------------------------------------------------

Net income (loss)                                      $       (36,491)     $     (163,249)       $  277,937    $     (822,675)

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

Basic income (loss) per common stock                   $                    $                     $              $
                                                      ===============        ==============       ===========    =============
                                                      (.01)                           (.03)              .05              (.15)
                                                      =====                           =====              ===             =====

Diluted income (loss) per common stock                (.01)                           (.03)              .04              (.15)
                                                      =====                           =====              ===             =====

Weighted average common shares outstanding-basic      5,371,003                   5,183,141        5,371,003           5,183,141
                                                      =========                   =========        =========           =========

Weighted average common shares outstanding-diluted    5,371,003                   5,183,141        5,183,141           6,214,336
                                                      =========                   =========        =========            =========



</TABLE>

   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED CONSOLDIATED CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>


<CAPTION>


                                                                              Nine months           Nine Months
                                                                                ended                 ended
                                                                             September 30,          September 30,
                                                                                 2002                  2001
                                                                             (unaudited)            (unaudited)

Cash flows from operating activities:
<S>                                                                           <C>                   <C>
   Net profit (loss)                                                          $   277,937           $(822,675)
Adjustments to reconcile net loss to net cash (used for) provided by
    operating activities:
   Depreciation                                                                   10,378               13,969
   Amortization - film production costs                                           74,153              130,469
   Amortization - goodwill                                                             0              220,654
   Deferred compensation                                                          87,520              255,202
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                                       135,747               34,414
       Film costs                                                                (17,765)             (66,078)
       Other assets                                                                  491                  499
       Accounts payable and accrued expenses                                    (170,280)             (46,662)
       Deferred income                                                           157,613               98,702
       Due to related party                                                              0               (449)
                                                                                ----------        ------------

           Net cash provided by (used for) operating activities                  555,794             (181,955)

  Cash flows from investing activities:
          Purchase of equipment                                                         0              (3,267)
                                                                                ---------          -----------

           Net cash used for investing activities                                       0              (3,267)
                                                                                ---------          -----------


</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,
                                                                                2002               2001
                                                                              (unaudited)       (unaudited)

Cash flows from financing activities:
<S>                                                                          <C>                    <C>
     Issuance of common stock                                                $      -               50,000
     Proceeds from (repayment of) loan payable                                    (80,000)          70,000
                                                                                -----------      ---------

           Net cash provided by (used for) financing activities                   (80,000)         120,000

           Net increase (decrease) in cash                                        475,794          (65,222)

Cash at beginning of year                                                          72,729          162,369
                                                                                ---------        ----------

Cash at end of period                                                         $   548,523    $      97,147
                                                                                =========        ==========

Supplemental cash flow information: Cash paid during the year for:
     Interest                                                                 $       677    $       1,318
                                                                                =========        ==========
     Income taxes                                                             $       460    $       1,950
                                                                                =========        ==========


</TABLE>




     See accompanying notes to consolidated condensed financial statements.




<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

              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, 2001. The Independent  Auditor's  Report dated March
28, 2002 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, 2002, and the results of its operations
and its cash flows for the six months  ended  September  30,  2002 and 2001 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 STATEMENT (Continued)

Earnings (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 income  (loss) per share for all  periods  presented
because the effect would have been anti-dilutive:

                                                                  September 30,
                                                                2002       2001

Options outstanding under the Company's stock option plan    985,000    985,000
Warrant issued in conjunction with a private placement       500,000    500,000


2.   Film costs

     Film costs consist of the following:

                                                                   September 30,
                                                                        2002

     In process or development                                     $     84,759
     Released, net of accumulated amortization of $16,962,903           235,965
                                                                     ----------
                                                                   $    320,724


3.     Property and Equipment

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

                                             Useful            September 30,
                                              life                 2002
       Machinery and equipment             4 to 5 years        $ 233,207
       Furniture and fixtures              10 years               29,495
       Leasehold improvements              3 to 4 years            3,267
                                                               ---------
                                                                 265,969
       Less accumulated depreciation                            (239,009)
                                                               ----------
                                                               $   26,960

       Depreciation expense was $10,378 and $13,969 for the nine months ended
       September 30, 2002 and 2001, respectively.

<PAGE>

4.     Change in Accounting Principle

       In July 2001, the Financial Accounting Standards Board issued Statement
       of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and
       Other Intangible Assets," which is effective for fiscal years beginning
       after December 15, 2001. SFAS 142 prohibits the amortization of goodwill
       and intangible assets with indefinite useful lives but requires that
       these assets be reviewed for impairment at least annually or on an
       interim basis if an event occurs or circumstances change that could
       indicate that their value has diminished or been impaired. Other
       intangible assets will continue to be amortized over their estimated
       useful lives. Pursuant to SFAS 142, amortization of goodwill and
       assembled workforce intangible assets recorded in business combinations
       prior to June 30, 2001 ceased effective January 1, 2002. Goodwill
       resulting from business combinations completed after June 30, 2001 will
       not be amortized. The Company recorded amortization expense of $294,633
       on goodwill during the fiscal year ended December 31, 2001. The Company
       currently estimates that application of the non-amortization provisions
       of SFAS 142 will reduce amortization expense and increase net income by
       approximately $294,000 in fiscal 2002. The Company will test goodwill and
       intangible assets with indefinite lives for impairment during the fiscal
       year beginning January 1, 2002 and any resulting impairment charge will
       be reflected as a cumulative effect of a change in accounting principle.


5.      Earnings (Loss) Per Share

         Earnings per share for the nine months ended September 30, 2002 were as
follows:

           Basic
             Weighted-average of common shares outstanding           5,371,003
             Net income                                             $  277,937
             Net income per share                                   $     0.05

           Diluted
             Weighted-average of common shares outstanding           5,371,003
             Incremental shares assuming dilution                      843,333
                                                                   -----------

             Weighted-average diluted common shares outstanding      6,214,336
                                                                   ===========

             Net income                                             $  277,937
             Net income per share                                   $     0.04


6.      Stockholders' Deficit

        Stock Options

        Suring the nine months ended September 30, 2002, the Company granted
1,265,000 stock options to certain employees.  The options have an exercise
price of $0.02 per share, vested immediately and expire five years from the
date of grant.

<PAGE>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 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.

     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.

     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.


<PAGE>

Film Costs. The Company capitalizes costs incurred to produce a film project,
including the interest expense funded under the production loans. Such costs
also include the actual direct costs of production and production overhead.
These costs are amortized each period on an individual film program basis in the
ratio that the current period's gross revenues from all sources for the program
bear to management's estimate of anticipated total gross revenues for such film
or program from all sources. Revenue estimates are reviewed periodically and
adjusted where appropriate and the impact of such adjustments could be material.

     Film  property  costs  are  stated  at the  lower  of  unamortized  cost or
estimated net realizable value. Losses which may arise because unamortized costs
of  individual  films  exceed  anticipated  revenues  are charged to  operations
through additional amortization.

     Advertising  costs for theatrical  and  television  product are expensed as
incurred.  Revenue  associated  with the home video  market is  recognized  upon
availability to customers (street date).

Liquidity and Capital Resources

     At September  30,  2002,  the Company had  approximately  $549,000 of cash.
Revenues  were  sufficient  to cover costs of  operations  for the quarter ended
September  30, 2002.  The Company has a working  capital  deficiency  and has an
accumulated  deficit of $7,149,000  through  September  30, 2002.  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 28, 2002 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.

The three and nine months ended September 30, 2002 as compared to the three and
nine months ended September 30, 2001.

Revenues

     Revenues for the three months ended  September 30, 2002 were  approximately
$310,000  compared to $287,000 for the three months  ended  September  30, 2001.
Revenues  earned in 2002 were derived  primarily from producing fees for the HBO
projects "Angels in America", "Normal" and "Path to War." The revenues earned in
2001 were  primarily  derived from the licensing of the rights of the "Hollywood
Collection" in secondary  markets  through Janson  Associates and producing fees
for the HBO  projects,  "Wit" and "Path to War" and from HBO as the  result of a
first look arrangement.


<PAGE>

     Revenues for the nine months ended  September  30, 2002 were  approximately
$1,321,000  compared to $618,000 for the nine months ended  September  30, 2001.
The  revenues  earned in 2002  included  producing  fees for the  feature  film,
"Mindhunters", a nonrefundable fee for "Guilty", overhead fees for the HBO First
Look  Deal,  and  producing  fees for the HBO  projects,  "Angels  in  America",
"Normal"  and "Path to War." The  revenues  earned  in 2001  were  derived  from
producing  fees for the HBO  projects  "Wit" and "Path to War" and from HBO as a
result of a first look arrangement and the licensing of rights of the "Hollywood
Collection" in secondary  markets  through  Janson  Associates and for the movie
"Danny" through Monterey Video.

Film Production Costs

     Film  production  costs for the three and nine months ended  September  30,
2002 were $36,000 and $93,000 compared to $46,000 and $151,000 for the three and
nine months ended  September 30, 2001.  The decrease in film costs is related to
the  decrease  in  revenues   derived  from  the  licensing  of  the  "Hollywood
Collection."

Selling, General and Administrative

     Selling, general and administrative (S,G&A) expenses for the three and nine
months ended September 30, 2002 were $310,000 and $949,000  compared to $404,000
and  $1,287,000  for the three and nine months ended  September  30,  2001.  The
decrease in S,G&A is primarily due to the elimination of the quarterly  goodwill
amortization in addition to decreases in professional fees and salaries.

Recent Developments

     The shares of the Company's  Common Stock are  currently  listed on the OTC
Bulletin Board ("OTCBB"). Due to the continued decline in the share price of the
Company's Common Stock and continued  operating  losses,  the Company received a
letter from AMEX dated February  2001,  stating that they had failed to meet the
criteria of AMEX's  continued  listing  guidelines.  The exchange noted that the
Company's  operating results had been unsatisfactory and its financial condition
had been  impaired,  that they have had losses in two of its three  most  recent
fiscal  years and  losses  in three of its four most  recent  fiscal  years.  In
addition,  the  exchange  noted  that the  Company's  public  float is below the
exchange's  minimum  requirements,  that they have not complied  with the annual
shareholders'  meeting  requirements  and have not paid the  exchange's  listing
fees. As a result,  the Company's  failure to meet AMEX's  maintenance  criteria
resulted in the  discontinuance  of the  inclusion  of its shares in the AMEX in
April 2001.

Recent Accounting Pronouncements

     In April 2002, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial Accounting Standard ("SFAS") No. 145, "Rescission of FASB

<PAGE>

Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections."  SFAS  No.  145  updates,   clarifies,   and  simplifies  existing
accounting  pronouncements.  This statement  rescinds SFAS No. 4, which required
all gains and  losses  from  extinguishment  of debt to be  aggregated  and,  if
material, classified as an extraordinary item, net of related income tax effect.
As a result, the criteria in APB No. 30 will now be used to classify those gains
and losses.  SFAS No. 64 amended  SFAS No. 4 and is no longer  necessary as SFAS
No. 4 has been  rescinded.  SFAS No. 44 has been  rescinded,  as it is no longer
necessary.  SFAS No.  145  amends  SFAS No. 13 to  require  that  certain  lease
modifications that have economic effects similar to sale-leaseback  transactions
be accounted for in the same manner as sale-lease  transactions.  This statement
also  makes  technical  corrections  to  existing  pronouncements.  While  those
corrections  are not substantive in nature,  in some instances,  they may change
accounting  practice.  The Company  does not expect  adoption of SFAS No. 145 to
have a  material  impact,  if any,  on its  financial  position  or  results  of
operations.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities." This statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies  Emerging  Issues Task Force ("EITF")  Issue No. 94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  This statement
requires  that a  liability  for a cost  associated  with an  exit  or  disposal
activity be recognized when the liability is incurred.  Under EITF Issue 94-3, a
liability  for an exit  cost,  as  defined,  was  recognized  at the  date of an
entity's  commitment  to an exit plan.  The  provisions  of this  statement  are
effective for exit or disposal  activities that are initiated after December 31,
2002 with earlier application  encouraged.  The Company does not expect adoption
of SFAS No. 146 to have a material impact, if any, on its financial  position or
results of operations.

     In October  2002,  the FASB issued SFAS No. 147,  "Acquisitions  of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of  liabilities  assumed  over  the  fair  value of  tangible  and  identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires that those  transactions  be accounted for in accordance  with SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." In addition,  this statement  amends SFAS No. 144,  "Accounting for the
Impairment  or Disposal of  Long-Lived  Assets,"  to include  certain  financial
institution-related  intangible  assets. The Company does not expect adoption of
SFAS No. 147 to have a material  impact,  if any, on its  financial  position or
results of operations. This statement is not applicable to the Company.


<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; 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.


ITEM 3.  CONTROLS AND PROCEDURES

          Based on the evaluation conducted by the Chief Executive Officer and
Chief 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 and 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.

<PAGE>





                        AVENUE ENTERTAINMENT GROUP, INC.

                               September 30, 2002

                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

        (a)      Exhibits

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

                 99.2   Written Statement of the Senior Vice President and Chief
                        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 30, 2002.

                                   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, 2002                  Gene Feldman
                                            Chairman of the Board


DATE:    November 14, 2002                  Cary Brokaw
                                            President and Chief Executive
                                            Officer, Director


DATE:    November 14, 2002                  Sheri L. Halfon
                                            Senior Vice President,
                                            Chief Financial Officer


<PAGE>

       Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                                       By
                           Principal Executive Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Cary Brokaw, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Avenue Entertainment
Group, Inc.;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly
report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's
         disclosure controls and procedures as of a date within 90 days prior to
         the filing date of this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002




                                                   Cary Brokaw
                                                   Chief Executive Officer


<PAGE>



       Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                                       By
                           Principal Financial Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Sheri Halfon, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Avenue Entertainment
Group, Inc.;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly
report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c) presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002




                                                  Sheri Halfon
                                                  Chief Financial Officer