<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, 2004

                                       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
August 16, 2004:



     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, 2004                                                 1

           Unaudited Consolidated Statements of Operations -
           Three and Six Months Ended June 30, 2004 and 2003             2

           Unaudited Consolidated Statements of Cash Flows -
           Six Months Ended June 30, 2004 and 2003                       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                                            17



<PAGE>




                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.


                      UNAUDITED Consolidated Balance Sheet

                                                                    June 30,
                                                                      2004
                                                                 ---------------
Assets                                                           (unaudited)

Cash                                                               $   69,662
Accounts receivable, net of allowance of $10,000                       12,491
Film costs, net                                                       151,646
Property and equipment, net                                             7,524
Other assets                                                           17,780
                                                                   -----------
Total assets                                                       $  259,103
                                                                   ===========


Liabilities and Stockholders' Deficit

Accounts payable and accrued expenses                              $  370,055
Deferred income                                                       383,365
Loan payable                                                           22,000
Deferred compensation                                               1,121,809
Due to related party                                                  146,597
                                                                   -----------
Total liabilities                                                   2,043,826
                                                                   -----------

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                                                (8,857,585)
Treasury stock, at cost                                                (3,687)
Note receivable for common stock                                     (150,000)
                                                                   -----------
Total stockholders' deficit                                        (1,784,723)
                                                                   -----------
Total liabilities and stockholders' deficit                        $  259,103
                                                                   ===========


        See accompanying notes to the consolidated financial statements.



<PAGE>
<TABLE>

                                       AVENUE ENTERTAINMENT GROUP, INC.

                                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                     Three months   Three months    Six months     Six months
                                                        ended         ended           ended         ended
                                                       June 30,      June 30,        June 30,      June 30,
                                                         2004          2003            2004          2003
                                                     (unaudited)    (unaudited)     (unaudited)   (unaudited)
                                                     ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>
Operating revenues                                   $    77,533    $    99,039    $   644,525    $   256,403
                                                     ------------   ------------   ------------   ------------

Cost and expenses:
  Film production costs                                   13,226         39,971         17,751         54,968
  Selling, general & administrative expenses             277,847        289,947        587,813        599,144
  Other income                                              (179)             0        (49,833)             0
                                                     ------------   ------------   ------------   ------------
       Total costs and expenses                          290,894        329,918        555,731        654,112
                                                     ------------   ------------   ------------   ------------

Income (loss) before income tax                         (213,361)      (230,879)        88,794       (397,709)

Income tax expense                                             0              0              0         20,729
                                                     ------------   ------------   ------------   ------------

Net income (loss)                                    $  (213,361)   $  (230,879)   $    88,794    $  (418,438)
                                                     ============   ============   ============   ============

Basic income (loss) per common stock                 $      (.04)   $      (.04)   $       .02    $      (.08)
                                                     ============   ============   ============   ============

Diluted income (loss) per common stock               $      (.04)   $      (.04)   $       .01    $      (.08)
                                                     ============   ============   ============   ============

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      6,508,398      5,371,030
                                                     ============   ============   ============   ============


                       See accompanying notes to the consolidated financial statements.

</TABLE>


<PAGE>
<TABLE>


                                  AVENUE ENTERTAINMENT GROUP, INC.

                           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                        Six months       Six months
                                                                           ended           ended
                                                                          June 30,       June 30,
                                                                           2004            2003
                                                                        (unaudited)     (unaudited)
                                                                       -------------   -------------
<S>                                                                    <C>             <C>
Cash flows from operating activities:
   Net profit (loss)                                                   $     88,794    $   (418,438)
Adjustments to reconcile net loss to net cash (used for) provided by
    operating activities:
   Depreciation                                                               2,765           4,379
   Amortization - film production costs                                      13,166          49,349
   Deferred compensation                                                    (39,424)         59,100
   Changes in assets and liabilities which affect net income:
       Accounts receivable                                                  120,131          11,638
       Film costs                                                            91,837         (30,084)
       Other assets                                                              15            (643)
       Accounts payable and accrued expenses                                (26,252)         (9,480)
       Deferred income                                                      (50,996)         21,224
                                                                       -------------   -------------

           Net cash provided by (used for) operating activities        $    200,036    $   (312,955)
                                                                       =============   =============




                  See accompanying notes to the consolidated financial statements.

</TABLE>


<PAGE>
<TABLE>

                        AVENUE ENTERTAINMENT GROUP, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                      Six months      Six months
                                                                        ended           ended
                                                                       June 30,        June 30,
                                                                         2004            2003
                                                                     -------------   -------------
                                                                      (unaudited)     (unaudited)
<S>                                                                  <C>             <C>
Cash flows from financing activities:
   Proceeds from (repayment of) loan payable                         $   (168,000)   $     24,000
                                                                     -------------   -------------

     Net cash provided by (used for) financing activities                (168,000)         24,000

     Net increase (decrease) in cash                                       32,036        (288,955)

Cash at beginning of year                                                  37,626         358,216
                                                                     -------------   -------------

Cash at end of period                                                $     69,662    $     69,261
                                                                     =============   =============

Supplemental cash flow information: Cash paid during the year for:
     Interest                                                        $        527    $        108
                                                                     =============   =============
     Income taxes                                                    $          0    $          0
                                                                     =============   =============



                   See accompanying notes to consolidated financial statements.

</TABLE>

<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, 2003. The Independent Auditor's
Report dated March 12, 2004 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, 2004, and the
results of its operations and its cash flows for the six months ended June 30,
2004 and 2003 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 loss per share for the three months and the six
months ended June 30, 2003 and the three 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, 2004
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,
                                                                       2004
                                                                    -----------

In process or development                                            $ 144,417
Released, net of accumulated amortization of $17,183,586                 7,229
                                                                    -----------
                                                                     $ 151,646
                                                                    ===========

3.       Property and equipment

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





<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

3.       Property and equipment (Continued)

                                                  Useful             June 30,
                                                   life                2004
                                             ----------------    ---------------
         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                               (257,837)
                                                                   -------------
                                                                   $    7,524
                                                                   =============

Depreciation expense was $2,765 and $4,379 for the six months ended June 30,
2004 and 2003, respectively.

4.       Earnings per share

         Earnings per share for the six months ended June 30, 2004 were as
follows:

        Basic
           Weighted-average of common shares outstanding             5,371,030
           Net income                                              $    88,794
           Net income per share                                    $      0.02

        Diluted
           Weighted-average of common shares outstanding             5,371,030
           Incremental shares assuming dilution                      1,137,368
                                                                   ------------

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

           Net income                                              $    88,794
           Net income per share                                    $      0.01


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 increasing to $350,000 on
November 4, 2003. The loan matured on April 15, 2004 and repayment of the
outstanding amount was made in February 2004. On June 21, 2004 the Company
entered into an unsecured loan for $200,000 at prime plus 1% with City National
Bank with a maturity date of June 15, 2005. As of June 30, 2004 $22,000 had been
borrowed under the loan. Subsequently, as of August 14, 2004 an additional
amount of $84,000 has been borrowed for a total amount of $106,000.



<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 for the year ended December 31, 2003.

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
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, 2003. The Independent Auditor's
Report dated March 14, 2004 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, 2004, and the
results of its operations and its cash flows for the six months ended June 30,
2004 and 2003 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>

Critical Accounting Policies

         Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expense and disclosures at the date of the financial
statements. On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition, accounts receivables,
inventories and impairment of intangibles. We use authoritative pronouncements,
historical experience and other assumptions as the basis for making estimates.
Actual results could differ from those estimates. We believe that the following
critical accounting policies affect our more significant judgments and estimates
in the preparation of our consolidated financial statements.

Revenue Recognition

         The Company recognizes revenue in accordance with the provisions of
Statement of Financial Accounting Standards No. 139 and American Institute of
Certified Public Accountants Statement of Position 00-2 (collectively referred
to as "SOP 00-2").

         Revenues from feature film distribution licensing agreements are
recognized on the date the completed film is delivered or becomes available for
delivery, is available for exploitation in the relevant media window purchased
by that customer or licensee and certain other conditions of sale have been met
pursuant to criteria set by SOP 00-2.

         Revenues from domestic television and video licensing contracts, which
provide for the receipt of non-refundable guaranteed amounts, are recognized
when the film is available for exhibition, provided that the other conditions of
sale required by SOP 00-2 have been met. Until all conditions of sale have been
met, amounts received on such licensing contracts are reflected in the
accompanying financial statements as deferred income. International sales and
other sales in the United States are recognized in the period in which payment
is received.

         The market trend of each film is regularly examined to determine the
estimated future revenues and corresponding lives. Due to the nature of the
industry, management's estimates of future revenues may change within the next
year and the change could be material.

         Revenues from producer-for-hire contracts are recognized on a
percentage-of-completion method, measured by the percentage of costs completed
to date to estimated total cost for each contract. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined.

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.


<PAGE>

         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, 2004 are compared to the three and six
months ended June 30, 2003.

Revenues

         Revenues for the three and six months ended June 30, 2004 were
approximately $78,000 and $645,000 compared to $99,000 and $256,000 for the
three and six months ended June 30, 2003. Revenues earned in 2004 were derived
primarily from producer fees for the feature film Closer, the HBO First Look
Deal and the licensing of rights of the "Hollywood Collection" in secondary
markets through Janson Associates.

Film production costs

         Film production costs for the three and six months ended June 30, 2004
were approximately $13,000 and $18,000 compared to $40,000 and $55,000 for the
three and six months ended June 30, 2003. The decrease in film production costs
is due to a decrease in revenues earned in secondary markets through Janson
Associates.

Selling, general and administrative

         Selling, general and administrative (S,G&A) expenses for the three and
six months ended June 30, 2004 were approximately $278,000 and $588,000 compared
to $290,000 and $599,000 for the three and six months ended June 30, 2003. The
decrease in S,G&A is not significant but does remain consistent with previous
quarters.

Liquidity and capital resources

         At June 30, 2004, the Company had approximately $70,000 of cash.
Revenues were insufficient to cover costs of operations for the quarter ended
June 30, 2004. The Company has a working capital deficiency and has an
accumulated deficit of $8,858,000 through June 30, 2004. The Company's
continuation as a going concern is dependent on its ability to ultimately attain
profitable operations and positive cash flows from operations. The Company's
management believes that it can satisfy its working capital needs based on its
estimates of revenues and expenses, together with improved operating cash flows,
as well as additional funding whether from financial markets, other sources or
other collaborative arrangements. The Company believes it will have sufficient
funds available to continue to exist through the next year, although no
assurance can be given in this regard. Insufficient funds will require the
Company to scale back its operations. The Independent Auditor's Report dated
March 12, 2004 on the Company's consolidated financial statements for the year
ended December 31, 2003 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.

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>

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.



<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

                                  June 30, 2004

                           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, 2004, 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, 2004 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, 2004 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 and second quarters ended June 30, 2004 there
were no matters submitted to a vote of security holders.

Item 5.           Other Information

                  None.

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, 2004.




<PAGE>

                                   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 23, 2004              BY:  /s/ Cary Brokaw
                                          --------------------------------
                                          Cary Brokaw
                                          President and Chief Executive and
                                          Financial Officer, Director