SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 15, 2000



                        AVENUE ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)



   Delaware                       001-12885                    13-1926739
(State or other                  (Commission               (I.R.S. Employer
 jurisdiction of                 File Number)               Identification No.)
 incorporation)



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

+

Registrant's telephone number, including area code:  (310) 996-6800



                                       N/A

          (Former name or former address, if changed since last report)













Item 2.           Acquisition or, Disposition of Assets.

         Pursuant  to  the  Subscription   Agreement  between  AEG  and  Robison
Enterprises,  Inc ("REI"),  upon closing REI will receive  50,000  shares of the
Company Common Stock (the "Subscription  Shares") in exchange for $50,000. On or
before the last day of each month,  commencing on the month  following the month
in which the closing occurs,  REI shall purchase at least 50,000 shares at $1.00
per share of the remaining  550,000 shares until such time as all such remaining
shares  have been  purchased  by REI. In  addition,  REI was issued a Warrant to
purchase  an  additional  600,000  shares at $2.00 per share,  which may only be
exercised after all of the Subscription Shares have been purchased by REI.

         Pursuant  to  Agreement  and  Plan of  Merger  AEG  shall  acquire  LCA
Productions,  Inc. ("LCA") in exchange for up to 800,000 shares of the Company's
Common Stock of which 400,000 shall be exchanged at closing. Upon the first draw
down of the  Production  Financing,  or such earlier  date  depending on certain
criteria being met, Double Bay Entertainment,  Inc. ("DBE") will have a right to
receive an additional 400,000 shares of the Company's Common Stock

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

         10.  Agreement and Plan of Merger dated November 21, 2000, by and among
the  Registrant,  LCA  Acquisition  Subsidiary,  Inc.,  LCA Inc.  and Double Bay
Entertainment, Inc.

         10.1 Amendment Number 1 dated January 8, 2001 to the Agreement and Plan
of Merger dated November 21, 2000 by and among the  Registrant,  LCA Acquisition
Subsidiary, Inc., LCA Inc. and Double Bay Entertainment, Inc.

         10.2  Subscription  Agreement  dated November 15, 2000 between  Robison
Enterprises, Inc. and the Registrant.

         10.3  Amendment  Number 1 dated  January  8,  2001 to the  Subscription
Agreement  dated  November 15, 2000 between  Robison  Enterprises,  Inc. and the
Registrant.

         10.4  Amendment  Number 2 dated  January  8,  2001 to the  Subscription
Agreement  dated  November 15, 2000 between  Robison  Enterprises,  Inc. and the
Registrant.

         10.5  Warrant   Agreement  dated  November  15,  2000  between  Robison
Enterprises, Inc. and the Registrant.

         99. Press release dated January 17, 2001.

         99.1 Press release dated January 29, 2001.



                                   SIGNATURES

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

                                               AVENUE ENTERTAINMENT GROUP, INC.


Date: January 29, 2001                         By: Cary Brokow
                                                   President