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, 2003

                                       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 14, 2003:



     Common Stock                                        5,371,030



<PAGE>




                        AVENUE ENTERTAINMENT GROUP, INC.

                                Table of Contents


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

         Unaudited Consolidated Balance Sheet -
         September 30, 2003                                                1

         Unaudited Consolidated Statements of Operations -
         Three and Nine Months Ended September 30, 2003 and 2002           2

         Unaudited Consolidated Statements of Cash Flows -
         Nine Months Ended September 30, 2003 and 2002                     3

         Unaudited Notes to Consolidated Financial Statements              5

         Management's Discussion and Analysis or Plan of Operation         9

         Controls and Procedures                                          14

PART II. OTHER INFORMATION

         Signatures                                                       15

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

         Written Statement of President and Chief Executive and Financial 18
         Officer


<PAGE>


                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.

                      UNAUDITED CONSOLIDATED BALANCE SHEET


                                                                  September 30,
                                                                       2003

                                                                    (unaudited)
Assets

Cash                                                             $      49,755
Accounts receivable, net of allowance of $10,000                        32,846
Film costs, net                                                        355,830
Property and equipment, net                                             12,353
Goodwill, net of accumulated amortization of $2,049,200                221,172
Other assets                                                            17,467
                                                                   -----------
Total assets                                                     $     689,423
                                                                    ==========


Liabilities and Stockholders' Deficit

Accounts payable and accrued expenses                            $     539,403
Deferred income                                                        409,929
Loan payable                                                           163,000
Deferred compensation                                                1,040,694
Due to related party                                                   154,372
                                                                    ----------
Total liabilities                                                    2,307,398
                                                                     ---------

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                                                 (8,690,837)
Treasury stock, at cost                                                 (3,687)
Note receivable for common stock                                      (150,000)
                                                                   ------------
Total stockholders' deficit                                         (1,617,975)
                                                                   ------------
Total liabilities and stockholders' deficit                      $     689,423
                                                                   ===========


        See accompanying notes to the consolidated financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>

<CAPTION>

                                                         Three months      Three months       Nine months       Nine months
                                                            ended              ended             ended             ended
                                                        September 30,     September 30,      September 30,    September 30,
                                                        -------------     --------------     -------------    -------------
                                                             2003              2002               2003             2002
                                                             ----              ----               ----             ----
                                                         (unaudited)       (unaudited)        (unaudited)       (unaudited)

<S>                                                    <C>                 <C>               <C>                 <C>
Operating revenues                                     $  118,740          $  309,894        $   375,143         $ 1,320,802
                                                         --------          ----------        ------------        -----------

Cost and expenses:
  Film production costs                                    (1,826)             35,971             53,142              93,108
  Selling, general & administrative expenses               336,683            310,414            935,827             949,297
                                                         ---------         ----------        -----------        ------------
                                                         ---------         ----------        -----------        ------------
       Total costs and expenses                            334,857            346,385            988,969           1,042,405
                                                         ---------         ----------        -----------        ------------

Income (loss) before income tax                          (216,117)            (36,491)          (613,826)            278,397

Income tax expense                                         (5,600)                  0             15,129                 460
                                                      ------------         ----------        -----------        ------------

Net income (loss)                                      $ (210,517)         $  (36,491)       $  (628,955)        $   277,937
                                                      ============         ===========       ============        ===========

Basic income (loss) per common stock                   $     (.04)         $     (.01)       $      (.12)        $      .05
                                                      ============         ===========        ===========        ===========

Diluted income (loss) per common stock                 $     (.04)         $     (.01)       $      (.12)        $      .04
                                                      ============         ===========       ============        ===========

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

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

</TABLE>




        See accompanying notes to the consolidated financial statements.


<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>

<CAPTION>
                                                                              Nine months ended      Nine months ended
                                                                                 September 30,         September 30,
                                                                                    2003                   2002
                                                                                   ------                  ----
                                                                                 (unaudited)            (unaudited)

Cash flows from operating activities:
<S>                                                                           <C>                     <C>
   Net profit (loss)                                                          $  (628,955)            $    277,937
Adjustments to reconcile net loss to net cash (used for) provided by
    operating activities:
   Depreciation                                                                     6,569                   10,378
   Amortization - film production costs                                            61,871                   74,153
   Deferred compensation                                                          122,415                   87,520
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                                         22,089                  135,747
       Film costs                                                                 (97,507)                 (17,765)
       Other assets                                                                  (213)                     491
       Accounts payable and accrued expenses                                       26,711                 (170,280)
       Deferred income                                                              7,784                  157,613
       Due to related party                                                         7,775                        0
                                                                               ----------               -----------

           Net cash provided by (used for) operating activities                  (471,461)                 555,794



</TABLE>


        See accompanying notes to the consolidated financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>

<CAPTION>

                                                                              Nine months ended      Nine months ended
                                                                                September 30,           September 30,
                                                                                    2003                   2002
                                                                                   ------                 ------
                                                                                (unaudited)              (unaudited)
Cash flows from financing activities:
     Issuance of common stock                                                 $     -                $       -

<S>                                                                               <C>                     <C>
     Proceeds from (repayment of) loan payable                                    163,000                 (80,000)
                                                                                  -------              -----------

              Net cash provided by (used for) financing activities                163,000                 (80,000)

              Net increase (decrease) in cash                                    (308,461)                475,794

Cash at beginning of year                                                         358,216                  72,729
                                                                                  --------             ----------

Cash at end of period                                                         $    49,755   $             548,523
                                                                                  =========            ==========

Supplemental cash flow information: Cash paid during the year for:
     Interest                                                                 $     1,851            $        677
                                                                                  =======              ==========

     Income taxes                                                             $    20,729            $        460
                                                                                  =========            ==========


</TABLE>



          See accompanying notes to consolidated financial statements.




<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

                   NOTES TO CONSOLIDATED 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, 2002. The Independent Auditor's
Report dated March 7, 2003 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, 2003, and
the results of its operations and its cash flows for the three and nine months
ended September 30, 2003 and 2002 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)



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 the three and nine months
ended September 30, 2003 and the three months ended September 30, 2002 because
the effect would have been anti-dilutive:

Options outstanding under the Company's stock option plan          2,235,000
Warrant issued in conjunction with a private placement               500,000

Recent Accounting Pronouncements

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," an amendment of SFAS No.
133. SFAS No. 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities. In particular, this Statement (1) clarifies under what
circumstances a contract with an initial net investment meets the characteristic
of a derivative discussed in paragraph 6(b) of Statement 133, (2) clarifies when
a derivative contains a financing component, (3) amends the definition of an
underlying to conform it to language used in FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and (4) amends certain other
existing pronouncements.. SFAS No. 149 will not have any impact on the Company's
financial statements.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures in its

<PAGE>

statement of financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with the standard,
financial instruments that embody obligations for the issuer are required to be
classified as liabilities. SFAS No. 150 will be effective for financial
instruments entered into or modified after May 31, 2003 and otherwise will be
effective at the beginning of the first interim period beginning after June 15,
2003. SFAS No. 150 will not have any impact on the Company's financial
statements.


2.      Film costs

         Film costs consist of the following:

                                                                 September 30,
                                                                      2003

      In process or development                                  $     211,345
      Released, net of accumulated amortization of $17,070,679         144,485
                                                                    ----------
                                                                 $     355,830


3.     Property and Equipment

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

                                                  Useful           September 30,
                                                   life                 2003
       Machinery and equipment                   4 to 5 years       $ 232,599
       Furniture and fixtures                    10 years              29,495
       Leasehold improvements                    3 to 4 years           3,267
                                                                     -----------
                                                                      265,361
       Less accumulated depreciation                                 (253,008)
                                                                     ----------
                                                                    $  12,353

       Depreciation expense was $6,569 and $10,378 for the nine months ended
September 30, 2003 and 2002, respectively.

4.      Earnings 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


<PAGE>

5.      Loan Payable

                    On April 15, 2003 the Company entered into an unsecured loan
       for $250,000 at prime plus 1% with City National Bank that matures on
       April 15, 2004. There are no minimum repayment requirements and if
       necessary, at the maturity date the loan can be reviewed for an
       extension. As of September 30, 2003, $163,000 had been borrowed under the
       loan. Subsequently, on November 4, 2003 the loan was increased by
       $100,000 for a total unsecured loan of $350,000. As of November 14, 2003
       an additional amount of $87,000 has been borrowed for a total amount of
       $250,000.

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 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 for the year ended December 31, 2002.

Overview

        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

<PAGE>

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, 2002. The Independent Auditor's
Report dated March 7, 2003 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, 2003, and
the results of its operations and its cash flows for the nine months ended
September 30, 2003 and 2002 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.

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.


<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 goodwill and 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
         l our market capitalization relative to net book value.

         When we determine that the carrying value of intangibles, long-lived
assets and related goodwill and enterprise level goodwill 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.

         In 2002, Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142") became effective and as a
result, we ceased to amortize approximately $910,000 of goodwill beginning in
2002. We had recorded approximately $857,000 of amortization on this amount
during the year ended December 31, 2001. In lieu of amortization, we were
required to perform an impairment review of our goodwill in 2002 and an annual
impairment review thereafter. The test was performed as of September 30, 2002
which resulted in $688,000 of goodwill impairment. The fair market valuation
method used to evaluate goodwill impairment included cash flow estimates for
2003 and subsequent years. If actual cash flow performance does not meet these
expectations due to factors cited above, any resulting potential impairment
could adversely affect reported goodwill asset values and earnings.


<PAGE>

The three and nine months ended September 30, 2003 as compared to the three and
nine months ended September 30, 2002.


Revenues

         Revenues for the three months ended September 30, 2003 were
approximately $119,000 compared to $310,000 for the three months ended September
30, 2002. Revenues earned in 2003 were derived primarily from producer fees for
the HBO First Look Deal and the licensing of rights of the "Hollywood
Collection" in secondary markets through Janson Associates and for the project
"Vivian Leigh" through Turner/Warner. The revenues earned in 2002 were derived
primarily from producing fees for the HBO projects "Angels in America", "Normal"
and "Path to War." The decrease in revenues for the quarter resulted primarily
from the push of the start date of production on a feature film from the third
quarter to the fourth quarter of 2003.

         Revenues for the nine months ended September 30, 2003 were
approximately $375,000 compared to $1,321,000 for the nine months ended
September 30, 2002. Revenues earned in 2003 were derived primarily from producer
fees for the HBO First Look Deal and "Mindhunters", licensing of rights of the
"Hollywood Collection" in secondary markets through Janson Associates and the
project "Vivian Leigh" through Turner/Warner and for consulting fees. 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 decrease in revenues for the year was primarily the
result of productions scheduled to shoot at the end of 2003 and into 2004.

Film Production Costs

         Film production costs for the quarter and nine months ended September
30, 2003 were approximately ($2,000) and $53,000 compared to $36,000 and $93,000
for the quarter and nine months ended September 30, 2002. The decreased film
production costs were the result of decreased revenue recognized during the
year.

Selling, General and Administrative

         Selling, general and administrative (S,G&A) expenses for the quarter
and nine months ended September 30, 2003 were approximately $337,000 and
$936,000 compared to $310,000 and $949,000 for the quarter and nine months ended
September 30, 2002. The decrease in S,G&A is not significant but does remain
consistent with previous quarters.

Liquidity and Capital Resources

         At September 30, 2003, the Company had approximately $50,000 of cash.
Revenues were insufficient to cover costs of operations for the quarter ended
September 30, 2003. The Company has a working capital deficiency and has an
accumulated deficit of $8,690,837 through September 30, 2003. The Company's

<PAGE>

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 7, 2003 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. On April 15, 2003 the Company entered into an unsecured loan
for $250,000 at prime plus 1% with City National Bank. Subsequently, on November
4, 2003 the loan was increased by $100,000 for a total unsecured loan of
$350,000. As of November 14, 2003 $250,000 had been borrowed under the loan.

Recent Accounting Pronouncements

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," an amendment of SFAS No.
133. SFAS No. 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities. In particular, this Statement (1) clarifies under what
circumstances a contract with an initial net investment meets the characteristic
of a derivative discussed in paragraph 6(b) of Statement 133, (2) clarifies when
a derivative contains a financing component, (3) amends the definition of an
underlying to conform it to language used in FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and (4) amends certain other
existing pronouncements.. SFAS No. 149 will not have any impact on the Company's
financial statements.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with the standard,
financial instruments that embody obligations for the issuer are required to be
classified as liabilities. SFAS No. 150 will be effective for financial
instruments entered into or modified after May 31, 2003 and otherwise will be
effective at the beginning of the first interim period beginning after June 15,
2003. SFAS No. 150 will not have any impact on the Company's financial
statements.


<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.


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                        AVENUE ENTERTAINMENT GROUP, INC.

                               September 30, 2003

                           PART II. OTHER INFORMATION

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 September 30, 2003.

                                   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, 2003        Cary Brokaw
                                   President and Chief Executive and Financial
                                   Officer, Director

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