<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the quarter ended June 30, 2005

                                       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.)


10202 W. WASHINGTON BOULEVARD
CULVER CITY, CALIFORNIA                                              90232
-----------------------                                              -----
(Address of principal executive offices)                          (Zip Code)

                                 (310) 244-6868
                                 --------------
              (Registrant's telephone number, including area code)

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

                           Yes     X        No
                               --------        --------

Number of shares outstanding of each of issuer's classes of common stock as of
August 15, 2005:


     Common Stock                                                5,371,030

<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                         PAGE NO.

  Item 1.         Financial Statements

                  Unaudited Consolidated Balance Sheet -
                  June 30, 2005                                               1

                  Unaudited Consolidated Statements of Operations -
                  Three and Six Months Ended June 30, 2005 and 2004           2

                  Unaudited Consolidated Statements of Cash Flows -
                  Six Months Ended June 30, 2005 and 2004                     3

                  Unaudited Notes to Consolidated Financial Statements        5

  Item 2.         Management's Discussion and Analysis or Plan of Operation   8

  Item 3.         Controls and Procedures                                     12

PART II. OTHER INFORMATION

  Item 1.         Legal Proceedings                                           13

  Item 2.         Changes in Securities                                       13

  Item 3.         Defaults Upon Senior Securities                             13

  Item 4.         Submissions of Matters to a Vote of Security Holders        13

  Item 5.         Other Information                                           13

  Item 6.         Exhibits and Reports on Form 8-K                            14

                  Signatures                                                  14

                  Statement By Principal Executive and Financial Officer
                  Regarding Facts and Circumstances Relating to Exchange
                  Act Filings                                                 15

                  Written Statement of President and Chief Executive and
                  Financial Officer                                           16


<PAGE>

                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.

                      UNAUDITED CONSOLIDATED BALANCE SHEET

                                                                      JUNE 30,
                                                                        2005
                                                                    ------------
ASSETS                                                              (UNAUDITED)
------
Cash                                                                $     2,645
Accounts receivable, net of allowance of $12,917                         27,401
Film costs, net                                                         131,473
Property and equipment, net                                               4,778
Other assets                                                              5,326
                                                                    ------------
TOTAL ASSETS                                                        $   171,623
                                                                    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Accounts payable and accrued expenses                               $   395,139
Deferred income                                                         282,611
Loan payable                                                            206,132
Deferred compensation                                                 1,252,909
Due to related party                                                    210,983
                                                                    ------------
TOTAL LIABILITIES                                                     2,347,774
                                                                    ------------

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                                                  (9,249,013)
Treasury stock, at cost                                                  (3,687)
Note receivable for common stock                                       (150,000)
                                                                    ------------
TOTAL STOCKHOLDERS' DEFICIT                                          (2,176,151)
                                                                    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   171,623
                                                                    ============


        See accompanying notes to the consolidated financial statements.

                                       1
<PAGE>
<TABLE>

                                                 AVENUE ENTERTAINMENT GROUP, INC.

                                          UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




                                                       Three months       Three months     Six months        Six months
                                                          ended              ended            ended             ended
                                                         June 30,           June 30,         June 30,          June 30,
                                                           2005              2004              2005              2004
                                                        (unaudited)       (unaudited)       (unaudited)       (unaudited)
                                                        ------------      ------------      ------------      ------------
<S>                                                     <C>               <C>               <C>               <C>
Operating revenues                                      $    89,461       $    77,533       $   163,016       $   694,525
                                                        ------------      ------------      ------------      ------------

Cost and expenses:
  Film production costs                                      31,615            13,226            41,436            17,751
  Selling, general & administrative expenses                156,646           277,847           299,372           587,813
                                                        ------------      ------------      ------------      ------------

       Total costs and expenses                             188,261           291,073           340,808           605,564
                                                        ------------      ------------      ------------      ------------

Income (loss) from operations                               (98,800)         (213,540)         (177,792)           88,961

Other income (expense)
   Interest (expense), net                                   (6,199)              179            (8,306)             (167)
                                                        ------------      ------------      ------------      ------------

Profit (loss) before income tax                            (104,999)         (213,361)         (186,098)           88,794

Income tax expense                                                0                 0                 0                 0
                                                        ------------      ------------      ------------      ------------

Net income (loss)                                       $  (104,999)      $  (213,361)      $  (186,098)      $    88,794
                                                        ============      ============      ============      ============

Basic income (loss) per common stock                    $      (.02)      $     (0.04)      $      (.03)      $      0.02
                                                        ============      ============      ============      ============

Diluted income (loss) per common stock                  $      (.02)      $     (0.04)      $      (.03)      $      0.01
                                                        ============      ============      ============      ============

Weighted average common shares outstanding-basic          5,371,030         5,371,030         5,371,030         5,371,030
                                                        ============      ============      ============      ============

Weighted average common shares outstanding-diluted        5,371,030         5,371,030         5,371,030         6,508,398
                                                        ============      ============      ============      ============


                                  See accompanying notes to the consolidated financial statements.
</TABLE>

                                                                2
<PAGE>
<TABLE>

                                       AVENUE ENTERTAINMENT GROUP, INC.

                                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                          Six months      Six months
                                                                            ended           ended
                                                                           June 30,        June 30,
                                                                             2005            2004
                                                                          (unaudited)     (unaudited)
                                                                          ----------      ----------
<S>                                                                       <C>             <C>
Cash flows from operating activities:
   Net profit (loss)                                                      $(186,098)      $  88,794
Adjustments to reconcile net loss to net cash (used for) provided by
    operating activities:
   Depreciation                                                               2,703           2,765
   Amortization - film production costs                                           0          13,166
   Deferred compensation                                                     69,200         (39,424)
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                                    4,715         120,131
       Film costs                                                            44,932          91,837
       Other assets                                                            (223)             15
       Accounts payable and accrued expenses                                 (6,449)        (26,252)
       Deferred income                                                      (50,359)        (50,996)
       Deferred income                                                        4,092               0
                                                                          ----------      ----------

           Net cash provided by (used for) operating activities           $(117,487)      $ 200,036
                                                                          ----------      ----------

     Cash flows from investing activities:
          Purchase of equipment                                              (4,890)              0
                                                                          ----------      ----------

               Net  cash used for investing activities                       (4,890)              0
                                                                          ----------      ----------


                    See accompanying notes to the consolidated financial statements.
</TABLE>

                                                      3
<PAGE>
<TABLE>

                                       AVENUE ENTERTAINMENT GROUP, INC.

                                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                        Six months      Six months
                                                                           ended           ended
                                                                         June 30,        June 30,
                                                                           2005            2004
                                                                        ----------      ----------
                                                                        (unaudited)     (unaudited)
<S>                                                                     <C>             <C>
Cash flows from financing activities:
   Proceeds from (repayment of) loan payable                            $ 118,170       $(168,000)
                                                                        ----------      ----------

     Net cash provided by (used for) financing activities                 118,170        (168,000)
                                                                        ----------      ----------

     Net increase (decrease) in cash                                       (4,207)         32,036

Cash at beginning of year                                                   6,852          37,626
                                                                        ----------      ----------

Cash at end of period                                                   $   2,645       $  69,662
                                                                        ==========      ==========

Supplemental cash flow information: Cash paid during the year for:
     Interest                                                           $   4,219       $     527
                                                                        ==========      ==========
     Income taxes                                                       $       0       $       0
                                                                        ==========      ==========


                         See accompanying notes to consolidated financial statements.
</TABLE>

                                                      4
<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


THE COMPANY

         Avenue Entertainment Group, Inc. (the "Company") is an independent
entertainment company that produces feature films, television films, series for
television, made-for-television/cable movies and one-hour-profiles of Hollywood
stars both domestically and internationally.

         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/A for the year ended December 31, 2004. The Independent Auditor's
Report dated March 25, 2005 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 June 30, 2005, and the
results of its operations and its cash flows for the six months ended June 30,
2005 and 2004 have been included. The results of operations for the interim
period are not necessarily indicative of results that may be realized for the
full year.

                                       5
<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

        UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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 loss per share for the six months ended June 30, 2005
and the six months ended June 30, 2004 because the effect would have been
anti-dilutive:

Options outstanding under the Company's stock option plan             2,235,000

            The following potential common shares have been excluded from the
computation of diluted earnings per share for the six months ended June 30, 2005
due to the exercise price being greater than the Company's weighted average
stock price for the period:

Options outstanding under the Company's stock option plan               970,000


2.       FILM COSTS

         Film costs consist of the following:

                                                                       JUNE 30,
                                                                         2005
                                                                      ----------

In process or development                                             $ 112,593
Released, net of accumulated amortization of $17,183,912                 18,880
                                                                      ----------
                                                                      $ 131,473
                                                                      ==========


3.       PROPERTY AND EQUIPMENT

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

                                       6
<PAGE>

                                      USEFUL          JUNE 30,
                                      LIFE              2005
                                   ------------      ----------
Machinery and equipment            4 to 5 years      $ 237,489
Furniture and fixtures             10 years             26,273
                                                     ----------
                                                       263,762
Less accumulated depreciation                         (258,984)
                                                     ----------
                                                     $   4,778
                                                     ==========

Depreciation expense was $2,703 and $2,765 for the six months ended June 30,
2005 and 2004, respectively.

4.       LOSS PER SHARE

         The Company calculates loss per share in accordance with SFAS No. 128,
"Earnings per Share." Basic loss per share is computed by dividing the loss
available to common shareholders by the weighted-average number of common shares
outstanding. Diluted loss per share is computed similar to basic loss per share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. Because the
Company has incurred net losses, basic and diluted loss per share are the same.

5.       LOAN PAYABLE

         On June 21, 2004 the Company entered into an unsecured loan for
$200,000 at prime plus 1% with City National Bank which matured on June 15, 2005
and renewed for the same amount with a maturity date of June 15, 2006. As of
June 30, 2005 $175,000 had been borrowed under the loan. Subsequently, as of
August 15, 2005 an additional amount of $10,000 has been borrowed for a total
amount of $185,000. During March 2005 the Chairman loaned $30,000 to the Company
to cover operating expenses.

                                       7
<PAGE>

ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Except for the historical information presented in this document, the
matters discussed in this Form 10-QSB, and specifically in "Management's
Discussion and Analysis or Plan of Operation," or otherwise incorporated by
reference into this document, are "forward looking statements" (as such term is
defined in the Private Securities Litigation Reform Act of 1995). These
statements can be identified by the use of forward- looking terminology such as
"believes," "expects," "may," "will," "intends," "should," or "anticipates" or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. The safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, apply to
forward-looking statements made by Avenue Entertainment Group, Inc. (the
"Company"). You should not place undue reliance on forward-looking statements.
Forward-looking statements involve risks and uncertainties. The actual results
that we achieve may differ materially from any forward-looking statements due to
such risks and uncertainties. These forward-looking statements are based on
current expectations, and we assume no obligation to update this information.
Readers are urged to carefully review and consider the various disclosures made
by us in this report on Form 10-QSB and in our other reports filed with the
Securities and Exchange Commission ("SEC") that attempt to advise interested
parties of the risks and factors that may affect our business.

         The following discussion and analysis of our financial condition and
plan of operation should be read in conjunction with the unaudited financial
statements and accompanying notes and the other financial information appearing
elsewhere in this report and with the audited financial statements contained in
our Form 10-KSB/A for the year ended December 31, 2004.

OVERVIEW

         Avenue Entertainment Group, Inc. (the "Company") is an independent
entertainment company that produces feature films, television films, series for
television, made-for-television/cable movies and one-hour-profiles of Hollywood
stars both domestically and internationally.

         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.

                                       8
<PAGE>

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/A for the year ended December 31, 2004. The Independent Auditor's
Report dated March 25, 2005 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 June 30, 2005, and the
results of its operations and its cash flows for the six months ended June 30,
2005 and 2004 have been included. The results of operations for the interim
period are not necessarily indicative of results that may be realized for the
full year.

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.

                                       9
<PAGE>

         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.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS, INCLUDING FILM COSTS

         Long-lived assets, consisting primarily of property, plant and
equipment and intangibles, including film costs comprise a significant portion
of the Company's total assets. Long-lived assets, including intangibles and film
costs, are reviewed for impairment whenever events or changes in circumstances
have indicated that their carrying amounts may not be recoverable.
Recoverability of assets is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by that asset. The
cash flow projections are based on historical experience, management's view of
growth rates within the industry and the anticipated future economic
environment.

         Factors we consider important which could trigger an impairment review
include the following:
                  o        significant underperformance relative to expected
                           historical or projected future operating results;
                  o        significant changes in the manner of our use of the
                           acquired assets or the strategy for our overall
                           business;
                  o        significant negative industry or economic trends;
                  o        significant decline in our stock price for a
                           sustained period; and
                  (a)      our market capitalization relative to net book value.

         When we determine that the carrying value of intangibles and long-lived
assets may not be recoverable based upon the existence of one or more of the
above indicators of impairment, we measure any impairment based on a projected
discounted cash flow method using a discount rate determined by our management
to be commensurate with the risk inherent in our current business model.

THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 ARE COMPARED TO THE THREE AND SIX
MONTHS ENDED JUNE 30, 2004.

REVENUES

         Revenues for the three and six months ended June 30, 2005 were
approximately $89,000 and $163,000 compared to $78,000 and $695,000 for the
three and six months ended June 30, 2004. Revenues earned in 2005 were derived
primarily from the HBO First Look Deal and the licensing of rights of the


                                       10
<PAGE>

"Hollywood Collection" in secondary markets through Janson Associates. Revenues
earned in 2004 were derived primarily from producer fees for the feature film
CLOSER, the HBO First Look Deal, the licensing of rights of the "Hollywood
Collection" in secondary markets through Janson Associates and a film festival
award for WAYWARD SON. The decrease in revenues is due to the Company earning
80% of the producer fees for the feature film CLOSER during the six months ended
June 30, 2004 compared to no new feature film or television movie in production
for the six months ended June 30, 2005.

FILM PRODUCTION COSTS

         Film production costs for the three and six months ended June 30, 2005
were approximately $32,000 and $41,000 compared to $13,000 and $18,000 for the
three and six months ended June 30, 2004. The net increase in film production
costs is primarily due to the write down of more projects in development that
were abandoned during 2005.

SELLING, GENERAL AND ADMINISTRATIVE

         Selling, general and administrative (S,G&A) expenses for the three and
six months ended June 30, 2005 were approximately $157,000 and $299,000 compared
to $278,000 and $588,000 for the three and six months ended June 30, 2004. The
decrease in S,G&A is significant and is primarily due to the decrease in payroll
expenses and office rent.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 2005, the Company had approximately $3,000 of cash.
Revenues were insufficient to cover costs of operations for the quarter ended
June 30, 2005. The Company has a working capital deficiency and has an
accumulated deficit of $9,249,013 through June 30, 2005. 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 25, 2005 on the Company's consolidated financial statements
for the year ended December 31, 2004 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.

         To our knowledge few, if any, public entertainment companies have a
working capital deficit comparable to Avenue Entertainment Group, Inc. Most
public companies working in film and television production are much larger in
size and generally have large libraries of film and/or television properties
that provide an ongoing revenue stream. Aside from a smaller library of films
that are primarily one-hour documentary biographies, the Company derives its
revenues almost entirely from its production fee revenues earned when it
produces motion pictures or television programming. Therefore, the Company
relies heavily upon the decision makers at the studios, network and cable
stations. The generation of revenue in the motion picture and television movie
industry is more competitive than ever for the Company and other independent
motion picture and television production companies. Additionally, there is no
predictable seasonal trend or variation inherent in the entertainment business,
so the timing of such revenues is highly unpredictable.

                                       11
<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 and 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/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.

                                       12
<PAGE>

                        AVENUE ENTERTAINMENT GROUP, INC.

                                  JUNE 30, 2005

                           PART II. OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

We may become involved in litigation arising out of operations in the normal
course of business. As of June 30, 2005, we are not a party to any pending legal
proceedings the adverse outcome of which could reasonably be expected to have a
material adverse effect on our operating results or financial position.


ITEM 2.           CHANGES IN SECURITIES

                  (a)      There were no modifications of instruments defining
                           the rights of the holders of any class of registered
                           securities.
                  (b)      The rights evidenced by any class of registered
                           securities have not been materially limited or
                           qualified by the issuance or modification of any
                           other class of securities.
                  (c)      In the first and second quarters ended June 30, 2005
                           there were no sales of unregistered securities.
                  (d)      Rule 463 of the Securities Act is not applicable to
                           the Company.
                  (e)      In the first and second quarters ended June 30, 2005
                           there were no repurchases by the Company of its
                           Common Stock.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  None


ITEM 4.           SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  In the first quarter and second quarters ended June 30, 2005
                  there were no matters submitted to a vote of security holders.


ITEM 5.           OTHER INFORMATION

                  None.

                                       13
<PAGE>

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                           31. Certification of Chief Executive and Financial
         Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.

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

                  (b)      Reports

                           NO REPORTS WERE FILED UNDER FORM 8-K FOR THE QUARTER
                           ENDED JUNE 30, 2005



                                   SIGNATURES

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

                                       AVENUE ENTERTAINMENT GROUP, INC.





DATE:   August 15, 2005                BY:  /s/ Cary Brokaw
                                            ------------------------------------
                                            Cary Brokaw
                                            President and Chief Executive and
                                            Financial Officer, Director

                                       14