UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  Form 10QSB/A


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the quarter ended September 30, 2001

                                       or

[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the transition period from                     to

Commission File Number:                              001-12885

                        AVENUE ENTERTAINMENT GROUP, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

         Delaware                                        95-4622429
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization                          Identification No.)


11111 Santa Monica Blvd., Suite 525
Los Angeles, California                                     90025
(Address of principal executive offices)                  (Zip Code)

                                 (310) 996-6815
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period) that the Registrant
was required to file such reports and (2) has been subject to such filing
requirements for the past 90 days.

         Yes     X                             No ______


Number of shares outstanding of each of issuer's classes of common stock as of
November 10, 2001:

     Common Stock                                      5,371,030



<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

                                Table of Contents


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

         Unaudited Consolidated Condensed Balance Sheet -
         September 30, 2001                                                 1

         Unaudited Consolidated Condensed Statements of Operations -
         Three Months and Nine Months Ended September 30, 2001 and 2000     2


         Unaudited Consolidated Condensed Statements of Cash Flows -
         Nine Months Ended September 30, 2001 and 2000                      3

         Unaudited Notes to Consolidated Condensed Financial Statements     5

         Management's Discussion and Analysis or Plan of Operation          7

PART II. OTHER INFORMATION

         Signatures                                                        10



<PAGE>






                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.


                 UNAUDITED Consolidated Condensed Balance Sheet


                                                                 September 30,
                                                                       2001

Assets

Cash                                                        $            97,147
Accounts receivable                                                      79,622
Income tax receivable                                                    18,332
Film costs, net                                                         612,199
Property and equipment, net                                              41,394
Goodwill                                                              1,546,335
Other assets                                                             17,140
                                                                    -----------
Total assets                                                $         2,412,169
                                                                      =========


Liabilities and Stockholder's Equity

Accounts payable and accrued expenses                       $           661,255
Deferred income                                                         240,701
Loan payable                                                             70,000
Deferred compensation                                                   775,062
Due to related party                                                    146,597
                                                                     ----------
Total liabilities                                                     1,893,615
                                                                      ---------

Stockholders' equity

Common stock, par value $.01 per share                                   53,710
Additional paid-in capital                                            7,172,839
Accumulated Deficit                                                  (6,554,308)
Treasury Stock                                                           (3,687)
Note receivable for common stock                                       (150,000)
                                                                     -----------
Total stockholders' equity                                              518,554
                                                                    -----------
Total liabilities and stockholders' equity                  $         2,412,169
                                                                     ==========


   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

            UNAUDITED Consolidated CONDENSED StatementS of Operations


<TABLE>

<CAPTION>

                                                              Nine months                          Nine Months
                                                          ended September 30,                  ended September 30,
                                                          -------------------                  -------------------
                                                               2001             2000               2001              2000
                                                               -----            -----              -----             ----

<S>                                                 <C>              <C>               <C>                <C>
Operating revenues                                  $    286,638     $      621,504    $       617,353    $      870,439
                                                   ---------------  ----------------  ------------------ ---------------

Cost and expenses:
  Film production costs                                       45,962          131,149          151,349           267,214
  Selling, general & administrative
     expenses                                                403,625          539,758        1,286,909         1,532,603
                                                   ------------------------------------------------------------------------

       Total costs and expenses                              449,587          670,907        1,438,258         1,799,817
                                                   ------------------------------------------------------------------------

Loss before income tax                                     (162,949)         (49,403)          (820,725)         (929,378)

Income tax expense                                               300            4,163
                                                                                            1,950              5,222
                                                   ------------------------------------------------------------------------

Net loss                                            $   (163,249)    $      (53,566)   $     (822,675)   $     (934,600)
                                                   ========================================================================

Basic and diluted loss per common stock             $                $                 $                  $
                                                   (.03)            (0.01)            (.15)              (0.20)
                                                   ========================================================================


</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 ended      Nine months
                                                                                September 30,           ended
                                                                                       2001         September 30,
                                                                                  -------------
                                                                                                          2000

Cash flows from operating activities:
   Net loss                                                                   $       (822,675)   $        (934,600)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Adjustments to reconcile net loss to net cash (used for)
    provided by
    operating activities:
   Depreciation                                                                         13,969               18,246
   Amortization - film production costs                                                130,469              248,142
   Amortization - goodwill                                                             220,654              210,390
   Deferred compensation                                                               255,202              128,116
   Stock compensation                                                                        0               28,125
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                                              34,414              339,360
       Film costs                                                                      (66,078)              (2,769)
       Other assets                                                                        499                1,818
       Accounts payable and accrued expenses                                           (46,662)            (103,989)
       Deferred income                                                                  98,702               (5,827)
       Due to related party                                                                                  47,874
                                                                                  ---------            ------------
                                                                                          (449)

           Net cash used for by operating activities                                  (181,955)             (25,114)

Cash flows from investing activities:
       Purchase of equipment                                                            (3,267)              (3,838)
                                                                                   -------------         ----------

           Net cash used in investing activities                                        (3,267)
                                                                                   -------------
                                                                                                             (3,838)


</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 ended      Nine months
                                                                                September 30,           ended
                                                                                       2001         September 30,
                                                                                  -------------
                                                                                                           2000

Cash flows from financing activities:
<S>                                                                           <C>                  <C>
     Issuance of common stock                                                 $         50,000     $      (80,000)
     Repayment of long term debt                                                                        (277,500)
                                                                                  0
     Loan payable                                                                       70,000
                                                                                  ------------
                                                                                                       0

              Net cash provided by (used for) financing activities                     120,000          (276,860)

           Net decrease in cash                                                        (65,222)            (305,812)

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

Cash at end of period                                                         $         97,147    $         170,386
                                                                                    ===========          ==========

Supplemental cash flow information: Cash paid during the year for:
     Interest                                                                 $          1,318    $           3,598
                                                                                  ==============        ===========
     Income taxes                                                             $          1,950    $           5,222
                                                                                  =============         ===========



</TABLE>



     See accompanying notes to consolidated condensed financial statements.




<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

              Notes to Consolidated CONDENSED financial Statements
                                   (Unaudited)




1.       Summary of significant accounting policies


The Company

     Avenue  Entertainment Group, Inc. (the "Company") is principally engaged in
the  development,  production  and  distribution  of feature  films,  television
series, movies-for-television, mini-series and film star biographies.



     Generally,  theatrical  films are first  distributed  in the theatrical and
home  video  markets.  Subsequently,  theatrical  films are made  available  for
worldwide   television   network   exhibition  or  pay  television,   television
syndication and cable television. Generally, television films are first licensed
for network  exhibition and foreign  syndication or home video, and subsequently
for  domestic  syndication  on cable  television.  The revenue  cycle  generally
extends 7 to 10 years on film and television product.


Basis of presentation

     The accompanying interim  consolidated  financial statements of the Company
are unaudited  and have been  prepared by the Company  pursuant to the rules and
regulations  of  the  Securities  and  Exchange  Commission   regarding  interim
financial reporting. Accordingly, they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements  and should be read in conjunction  with the  consolidated
financial statements and notes thereto included in the Company's Form 10-KSB for
the year ended December 31, 2000. The Independent  Auditor's  Report dated April
10, 2001 on the  Company's  consolidated  financial  statements  states that the
Company has suffered losses from  operations,  has a working capital  deficiency
and has an accumulated  deficit that raises  substantial doubt about its ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments that may result from the Company's inability to continue
as a going concern.  In the opinion of management,  all adjustments,  consisting
only of normal recurring adjustments,  necessary to present fairly the financial
position of the Company at September 30, 2001, the results of operations and its
cash  flows for the nine  months  ended  September  30,  2001 and 2000 have been
included.  The results of operations for the interim period are not  necessarily
indicative of results, which may be realized for the full year.



<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

        Notes to Consolidated CONDENSED Financial Statements (Continued)


                                   (Unaudited)





2.       Film costs



         Film costs consist of the following:

                                                           September 30,
                                                                2001

In process or development                                $        333,265
Released, net of accumulated amortization                         278,934
                                                               ----------
  of $16,639,473                                         $        612,199
                                                               ==========





3.       Loan Payable

     On April 9, 2001 the Company entered into an unsecured loan for $100,000 at
prime plus 1% with City  National  Bank  which  matures  January 1, 2002.  As of
September 30, 2001 $70,000 had been borrowed under the loan.




4.       Acquisition

     On  February  8, 2001,  the  Company  concluded  a merger  with  Double Bay
Entertainment,  Inc. ("DBE") for the purchase of LCA Productions,  Inc. ("LCA").
In connection with the merger 400,000 shares of the Company's  common stock were
exchanged on closing and an additional  330,000  shares were  exchanged in March
2001. In connection  with this  transaction,  the Company  recorded  $154,000 in
goodwill  which  represents the excess of the purchase price over the fair value
of the Company. The goodwill is being amortized over ten years.





<PAGE>


ITEM 2 IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:


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



     The Company's  interim  financial  statements have not been reviewed by our
independent public accountants prior to the filing of our Form 10-Q.


     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,  2001,  the Company had  approximately  $97,000 of cash.
Revenues have been  insufficient  to cover costs of  operations  for the quarter
ended September 30, 2001. The Company has a working  capital  deficiency and has
an accumulated  deficit of $6,554,000  through September 30, 2001. The Company's
continuation as a going concern is dependent on its ability to ultimately attain
profitable  operations  and positive cash flows from  operations.  The Company's
management  believes that it can satisfy its working  capital needs based on its
estimates of revenues and expenses, together with improved operating cash flows,
as well as additional funding whether from financial  markets,  other sources or
other collaborative  arrangements.  The Company believes it will have sufficient
funds  available  to  continue  to exist  through  the next  year,  although  no
assurance  can be given in this  regard.  Insufficient  funds will  require  the
Company to scale back its  operations.  The Independent  Auditor's  Report dated
April 10, 2001 on the Company's  consolidated  financial  statements states that
the  Company  has  suffered  losses  from  operations,  has  a  working  capital
deficiency and has an accumulated  deficit that raises  substantial  doubt about
its  ability  to  continue  as  a  going  concern.  The  accompanying  financial
statements  do not include any  adjustments  that may result from the  Company's
inability to continue as a going concern.

Results of Operations

     For the quarter and nine months ended September 30, 2001, the Company had a
loss before income taxes of  approximately  $163,000 and $821,000  compared to a
loss of $49,000 and $929,000 for the quarter and nine months ended September 30,
2000.  The loss for the period  was  primarily  the  result of reduced  revenues
earned.

Revenues

     Revenues for the three months ended  September 30, 2001 were  approximately
$287,000 compared to $622,000 for the three months ended September 30, 2000. The
revenues  earned  in 2001  were  derived  from the  licensing  of  rights of the
"Hollywood  Collection" in secondary  markets through Janson  Associates and for
the movie,  "Danny" through Monterey Video,  producing fees for the HBO project,

<PAGE>

"Path to War",  and from HBO as the  result  of a first  look  arrangement.  The
revenues earned in 2000 included a nonrefundable $50,000 supervisory development
fee related to the setup of two motion  pictures  with a third party  financier.
Revenues  for the nine  months  ended  September  30,  2001  were  approximately
$618,000 compared to $870,000 for the nine months ended September 30, 2000.

Film production costs

     Film  production  costs for the quarter and nine months ended September 30,
2001 were $46,000 and $151,000 compared to $131,000 and $267,000 for the quarter
and nine months ended September 30, 2000.

Selling, General and Administrative

     Selling,  general and  administrative  (S,G&A) expenses for the quarter and
nine months ended  September 30, 2001 were $404,000 and  $1,287,000  compared to
$540,000  and  $1,533,000  for the quarter and nine months ended  September  30,
2000.

Recent Developments

     Due to the Company's failure to meet the American Stock Exchange's ("AMEX")
maintenance criteria,  the Company listing on the AMEX was discontinued on April
25, 2001. The shares of the Company's Common Stock which were previously  listed
on the AMEX are currently  listed on the  over-the-counter  market on the Nasdaq
Electronic Bulletin Board.

     Pursuant to a stock subscription  agreement between the Company and Robison
Enterprises,  Inc  ("REI"),  upon closing in February  2001 REI received  50,000
shares of the Company's Common Stock (the "Subscription Shares") in exchange for
$50,000.  On or  before  the last day of each  month,  commencing  on the  month
following the month of the closing, REI shall purchase at least 50,000 shares at
$1.00 per share of the  remaining  550,000  shares  until  such time as all such
remaining  shares  have been  purchased  by REI. In  addition,  REI was issued a
Warrant to purchase an additional  600,000 shares at $2.00 per share,  which may
only be exercised  after all of the  Subscription  Shares have been purchased by
REI. No additional  purchases under the stock  subscription  agreement have been
made subsequent to the closing.

     Pursuant  to an  Agreement  and Plan of Merger  the  Company  acquired  LCA
Productions,  Inc. ("LCA") in exchange for up to 800,000 shares of the Company's
Common Stock of which  400,000 was exchanged at closing in February  2001.  Upon
the first draw down of the production financing,  or such earlier date depending
on certain criteria being met, Double Bay Entertainment,  Inc. ("DBE") will have
a right to receive an additional  400,000 shares of the Company's  Common Stock.
As of June 30, 2001, DBE received  330,000 of the  additional  400,000 shares of
the Company's common stock.



<PAGE>

Recent Accounting Developments


     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
establishes  accounting  and  reporting  standards for  derivative  instruments,
including derivative  instruments  embedded in other contracts,  and for hedging
activities.  During  June  1999,  SFAS No.  137 was  issued  which  delayed  the
effective  date of SFAS No. 133 to January 1, 2001. In June 2000,  the Financial
Accounting  Standards  Board  issued  SFAS  No.  138,  "Accounting  for  Certain
Derivative  Instruments  and Certain  Hedging  Activities,  an Amendment of FASB
Statement No. 133," which  intended to simplify the  accounting  for  derivative
under SFAS No. 133 and is  effective  upon the  adoption  of SFAS No.  133.  The
adoption of SFAS No. 133 did not have an effect on the results of operations, as
the Company does not use derivative instruments.


     In June 2000, the Financial Accounting Standards Board issued SFAS No. 139,
"Recission of FASB Statement No. 53 and amendments to FASB Statements No. 63, 89
and 121" which  rescinds  FASB No. 53,  "Financial  Reporting by  Producers  and
Distributors of Motion Picture Films." An Entity that was previously  subject to
the  requirements on SFAS No. 53 shall follow the guidance in AICPA Statement of
Position 00-2, "Accounting by Producers or Distributors of Films. This statement
is effective for financial  statements for fiscal years beginning after December
15, 2000. The adoption of SOP 00-2 did not have a material effect on our results
of operations.

Forward-Looking Statements

     This  report  contains  certain   forward-looking   statements   reflecting
management's   current  views  with  respect  to  future  events  and  financial
performance.  These forward-looking  statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking  statements,  including,  but not limited to, the ability of
the Company to reverse its history of  operating  losses;  the ability to obtain
additional financing and improved cash flow in order to meet its obligations and
continue to exist as a going concern;  production risks; dependence on contracts
with certain customers; future foreign distribution arrangements; and dependence
on certain key management personnel. All of these above factors are difficult to
predict, and many are beyond the control of the Company.



<PAGE>


                           PART II. OTHER INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.

                               September 30, 2001

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.

                                             AVENUE ENTERTAINMENT GROUP, INC.





DATE:             April 9, 2001          BY:    Gene Feldman
                                                Chairman of the Board




DATE:             April 9, 2001          BY:    Cary Brokaw
                                                President and Chief Executive
                                                Officer, Director




DATE:             April 9, 2001          BY:    Sheri L. Halfon
                                                Senior Vice President,
                                                Chief Financial Officer