UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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ü	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: March 31, 2009
or

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

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AVENUE GROUP, INC.

(Exact name of registrant as specified in its charter)

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Delaware	000-30543	98-0200077
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

405 Lexington Avenue, 26th Floor, New York, N.Y. 10174

(Address of Principal Executive Office) (Zip Code)

(888) 612-4188

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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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 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.		ü	Yes		No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filed,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	Accelerated filer
Non-accelerated filer	Smaller reporting company			ü

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).			Yes	ü	No

The number of shares of registrant’s common stock outstanding, as of May 19, 2009 was 256,990,986.

AVENUE GROUP, INC.

INDEX

PAGE

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Consolidated Balance Sheets

Consolidated Operations Statements

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

SIGNATURES

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

AVENUE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	March 31, 2009			December 31, 2008 (1)
	(Un-Audited)
ASSETS:
CURRENT ASSETS:
Cash	$	125,849		$	85,085
Accounts receivable		24,069			106,484
Performance bond		—			101,297
Inventory		292,379			170,910
Other current assets		38,440			49,114

TOTAL CURRENT ASSETS		480,737			512,890

Marketable securities - restricted, net of valuation allowance of $500,000		—			—

OIL AND GAS PROPERTY (Successful efforts method), at cost Unproved undeveloped oil and gas property		12,820			12,820

EQUIPMENT, net of depreciation		28,006			30,493

TOTAL ASSETS	$	521,563		$	556,203

LIABILITIES AND STOCKHOLDERS' DECICIT:
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,121,294			851,618
Advances		2,702,121			2,702,121
Advances - officer		9,000			—
Note payable - related party		52,900			52,900
Note payable		250,000			250,000

TOTAL CURRENT LIABILITIES		4,135,315			3,856,639

ASSET RETIREMENT OBLIGATION		12,746			12,746

MINORITY INTEREST		375,000			375,000

STOCKHOLDERS' DEFICIT:
Preferred stock, $.001 par value, 25,000,000 shares authorized, none issued, and outstanding		—			—
Preferred stock Series A, $.001 par value, 25,000,000 shares authorized, issued, and outstanding		25,000			25,000
Common stock, $.0002 par value, 500,000,000 shares authorized, 256,990,986 issued and outstanding		51,398			51,398
Additional Paid - In Capital		34,586,339			34,560,944
Accumulated other comprehensive (loss) income		(513,992	)		(514,547	)
Accumulated deficit		(38,150,243	)		(37,810,977	)

TOTAL STOCKHOLDERS' DEFICIT		(4,001,498	)		(3,688,182	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	521,563		$	556,203

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(1)

Derived from Audited Financial Statements

See accompanying notes to unaudited consolidated financial statements

AVENUE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED OPERATIONS STATEMENTS

(UNAUDITED)


	For the Three Months Ended March 31,
	2009			2008

Revenue:
Oil and Gas sales	$	1,249		$	3,722
		1,249			3,722

Expense:
Oil lease operating expense		68,920			––
Sales, general and administrative		267,045			381,200


Total operating expenses		335,965			381,200

Loss from operations		(334,716	)		(377,478	)

Other expense:
Interest expense		(4,550	)		(5,448	)
Total other expense		(4,550	)		(5,448	)

Net loss	$	(339,266	)	$	(382,926	)


Basic and Diluted income (loss) per common share	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding -Basic and Diluted		256,990,986			252,190,986

See accompanying notes to unaudited consolidated financial statements

AVENUE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended March 31,
	2009			2008
Cash Flow From Operating Activities:
Net loss	$	(339,266	)	$	(382,926	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and depletion		2,487			366
Share-based compensation		25,395			—
Changes in operating assets and liabilities:
Performance bond		101,297			—
Accounts receivable		82,415			—
Inventory		(121,469	)		—
Other assets		10,674			(85,465	)
Accounts payable and accrued expenses		270,231			172,908
Net Cash Provided By (Used in) Operating Activities		31,764			(295,117	)

Cash Flow From Investing Activities:
Purchases of fixed assets		—			(1,611	)
Net Cash Used in Investing Activities		—			(1,611	)

Cash Flow From Financing Activities:
Advances related party		9,000			—
Repayments of notes payable officer		—			(2,000	)
Proceeds from advances		—			75,000
Proceeds from notes payable		—			250,000
Net Cash Provided by Financing Activities		9,000			323,000


Net increase in cash		40,764			26,272
Cash at beginning of period		85,085			9,918

Cash at end of period	$	125,849		$	36,190


Supplemental cash flow information:

Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

See accompanying notes to unaudited consolidated financial statements

AVENUE GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

(Unaudited)

Note 1

Company Background and Business Plan

Avenue Group, Inc. (“Avenue” or the “Company”) was incorporated in Delaware on February 2, 1999. We are engaged in oil and gas exploration and development. Avenue owns 100% of Avenue Energy Israel LTD (“AEI”) which in turn owns 75% of the Heletz-Kokhav license and 75% of the Iris License in Israel, 2 petroleum exploration licenses in the State of Israel. Our wholly-owned operating subsidiary, Avenue Energy, Inc, owns 100% of Avenue Appalachia, Inc. In 2006, we started Avenue Appalachia, Inc. (“AAI”), a Delaware company. AAI has a 10% General Partner Interest and a 31.8% Limited Partner Interest in Avenue Appalachia 2006 LP ("2006 LP"), a partnership formed in 2006. (see Note 4).

Our business activities are principally devoted to our oil and gas operations in Israel and the pursuit to acquire oil and gas exploration and production properties in the US and abroad.

Basis of Presentation

During the year ended December 31, 2008 the Company emerged from Development Stage status. Prior to 2008 the Company was a Development Stage Company as defined in FASB Statement 7 (FAS 7) and followed the reporting and disclosure requirements of FAS 7. Beginning with its fourth quarter ending December 31, 2008, the Company began generating significant revenues from operations and ceased being a development stage Company.

Note 2

Summary of Significant Accounting Policies

A. Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of Avenue Group, its wholly-owned subsidiaries Avenue Energy, Inc., Stampville, I.T. Technology Pty. Ltd, and the accounts of 2006 LP (see Note 4). As the losses allocated to the minority stockholders of Stampville exceeded the remaining minority interest, we have allocated the excess to Avenue Group. We eliminate all material inter-company accounts and transactions. We consolidate the accounts of 2006 LP because as the General Partner we control the partnership. This consolidation is required by the standards of Accounting Research Bulletin 51, Consolidated Financial Statements, Statement 94 of the Financial Accounting Standards Board (FASB), Consolidation of All Majority-Owned Subsidiaries, FASB Interpretation 46(R) Consolidation of Variable Interest Entities, Issue 04-05 of the Emerging Issues Task Force of the FASB, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, and FASB Staff Position SOP 78-9-1, Interaction of AICPA Statement of Position (SOP) 78-9 and EITF Issue 04-05.

B. Estimates

Our preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Actual results could differ from those estimates.

C. Reclassification of prior year amounts

Certain prior year amounts have been reclassified to reflect current years presentation.

D. Cash and Cash Equivalents and Fair Value of Financial Instruments

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents include investments in money market funds and are stated at cost, which approximates market value. Cash at times may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits.

Note 2

Summary of Significant Accounting Policies (continued)

The carrying value of financial instruments including cash, performance bond, and marketable securities, accounts payable and accrued expense, advances, and notes payable, approximates their fair values at March 31, 2009 and December 31, 2008, due to the relatively short-term nature of these instruments.

E. Marketable Securities

We report marketable securities at fair value (quoted market price) at the balance sheet date. We include net unrealized gains and losses on securities available for sale in equity as other comprehensive gain (loss), as provided by Statement 115 of the Financial Accounting Standards Board (FASB), Accounting for Certain Investments in Debt and Equity Securities.

F. Oil and Gas Property

We follow the successful-efforts method of accounting for oil and gas property. Under this method of accounting, we capitalize all property acquisition cost and cost of exploratory and development wells when incurred, pending determination of whether the well has found proved reserves. We charge all geological and geophysical cost, cost of carrying and retaining undeveloped property and dry hole and bottom hole contributions to expense when incurred. If an exploratory well does not find proved reserves, we charge to expense the cost of drilling and equipping the well, as well as cost of service wells drilled in connection with the development. We include exploratory dry hole cost in cash flow from investing activity within the cash flow statement. If determination of proved reserves is not made within a year of completing the well, we charge cost of the well to expense.

We had no exploratory well cost that had been suspended for one year or more as of March 31, 2009. As of March 31, 2009 we have drilled and completed two wells in West Virginia.

We provide depletion, depreciation and amortization (DD&A) of capitalized cost of proved oil and gas property on a field-by-field basis using the units-of-production method based upon proved reserves. In computing DD&A we will take into consideration restoration, dismantlement and abandonment cost and the anticipated proceeds from equipment salvage. We account for cost of operating and maintaining of the proved property as part of the cost of oil and gas produced. We capitalize cost of support equipment and facilities and allocate their depreciation and operating costs between exploration, development, and production activities based on equipment function to the extent it is used in the activity. As of March 31, 2009, we had no proved reserves. Until such time as we discover or acquire proved reserves, we follow the guidance in paragraphs 28 and 31 of FASB Statement 19, Financial Accounting and Reporting by Oil and Gas Producing Companies, requiring periodic assessments for impairment of unproved property and exploratory well cost when reserves are not found.

We apply the provisions of FASB Statement 143, Accounting for Asset Retirement Obligations, which provides guidance on accounting for dismantlement and abandonment cost. We have not established any proved reserves on our property. Accordingly, we have no basis for computing DD&A. Alternatively, we follow the guidance in paragraphs 28 and 31 of FASB statement 19, Financial Accounting and Reporting by Oil and Gas Producing Companies, requiring periodic assessments for impairment of unproved property and exploratory well cost when reserves are not found.

We review our long-lived assets for impairment when events or changes in circumstances indicate that impairment may have occurred. In the impairment test we compare the expected undiscounted future net revenue on a field-by-field basis with the related net capitalized cost at the end of each period. We will calculate expected future cash flow on all proved reserves using a 10% discount rate and escalated prices. Should the net capitalized cost exceed the undiscounted future net revenue of a property, we will write down the cost of the property to fair value, which we determine using discounted future net revenue. We provide an impairment allowance on a property-by-property basis when we determine that unproved property will not be developed. See section J of this Note.

Sales of Producing and Nonproducing Property. We will account for the sale of a partial interest in a proved property as normal retirement. We will recognize no gain or loss as long as this treatment does not significantly affect the unit-of-production depletion rate. We recognize a gain or loss for all other sales of producing properties and include the gain or loss in the results of operations. We account for the sale of a partial interest in an unproved property as a recovery of cost when substantial uncertainty exists as to recovery of the cost applicable to the interest retained. We recognize a gain on the sale to the extent that the sales price exceeds the carrying amount of the unproved property. We recognize a gain or loss for all other sales of nonproducing properties and include the gain or loss in the results of operations.

Note 2

Summary of Significant Accounting Policies (continued)

G. Accounts receivable

At March 31, 2009 and December 31, 2008 accounts receivable consists of amounts due from sale of oil. The Company deems all accounts receivable collectible at March 31, 2009 and December 31, 2008. Management has determined that an allowance for doubtful accounts is not necessary at March 31, 2009.

H. Equipment

We record equipment at cost. We provide for depreciation using the straight-line method of accounting over the estimated useful lives ranging from 3 to 7 years.

I. Inventory

Inventory at March 31, 2009 and December 31, 2008 consists of oil in tanks. The Company values inventory at the lower of cost or market. At March 31, 2009 and December 31, 2008 the Company valued its inventory at fair market value.

J. Impairment of Long-Lived Assets

We account for impairment and disposal of long-lived assets in accordance with FASB Statement 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on assets to be held and used by us when indicators of impairment are present and the undiscounted cash flow estimated to be generated by those assets are less than the carrying amount of the assets. When an impairment loss is required for assets we will hold and use, we adjust the related assets to their estimated fair value. Fair value represents the amount at which an asset could be bought or sold in a current transaction between willing parties, that is, other than a forced or liquidation sale.

The estimation process involved in determining if assets have been impaired and in the determination of fair value is inherently uncertain because it requires estimates of current market yields as well as future events and conditions. Such future events and conditions include economic and market conditions, as well as availability of suitable financing to fund acquisition and development activity. Our realization of our revenue producing assets is dependent upon future uncertain events and conditions, and accordingly, the actual timing and amounts we realize may be materially different from their estimated value. We have no impairment lossed during the three months ended March 31, 2009 and 2008.

K. Revenue Recognition

We recognize oil and gas sales when our purchaser accepts delivery at the transfer point. At that time, title passes to the purchaser, the purchaser assumes the risks and rewards of ownership and we are able to determine the collectability of the sales.

L. Foreign Currency Translation

We translate assets and liabilities of our Australian and Israeli subsidiaries at the exchange rate prevailing at March 31, 2009 and 2008, and related revenue and expense at average exchange rates in effect during the period. We record resulting translation adjustments as a component of accumulated other comprehensive income (loss) in stockholders' deficit.

M. Share-Based Payments

Beginning January 1, 2006, we record share-based payments at fair value and record compensation expense for all share-based awards granted, modified, repurchased or cancelled after the effective date, in accord with FASB Statement 123(R), Share-Based Payments. We record compensation expense for outstanding awards for which the requisite service had not been rendered as of the effective date over the remaining service period. For share-based payments that had not been charged against income prior to January 1, 2006, we record compensation expense for portions of such payments vesting in 2006 or later. We adopted Statement 123(R) using a modified prospective application.

Note 2

Summary of Significant Accounting Policies (continued)

The Company recorded $25,395 and $0 of compensation expense, net of related tax effects, relative to stock options for the three months ended March 31, 2009 and 2008, respectively in accordance with SFAS 123R. Net loss per share basic and diluted for this expense is $0.

N. Loss Per Common Share

We base net loss per common share (basic and diluted) on the net loss divided by the weighted average number of common shares outstanding during each period. We exclude common stock equivalents in the computation of diluted net loss per common share because the effect would be antidilutive. Had common stock equivalents not been antidilutive, the equivalents we would have added to weighted average shares outstanding in computing the loss per share would have been 10,240,000 and 64,350,000 as of March 31, 2009 and 2008, respectively.

O. Recent Accounting Pronouncements

On January 1, 2008, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. In February 2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position, "FSP FAS 157-2--Effective Date of FASB Statement No. 157" ("FSP 157-2"), which delays the effective date of SFAS 157 for one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Excluded from the scope of SFAS 157 are certain leasing transactions accounted for under SFAS No. 13, "Accounting for Leases." The exclusion does not apply to fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS 157. The Company does not expect that the adoption of the provisions of FSP 157-2 will have a material impact on its financial position, cash flows or results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"). This statement requires companies to provide enhanced disclosures about (a) how and why they use derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company's financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company will adopt the new disclosure requirements on or before the required effective date and thus will provide additional disclosures in its financial statements when adopted.

In April 2008, FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3) was issued. This standard amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company does not expect that the adoption of this provision will have a material impact on its financial position, cash flows or results of operations.

In May 2008, the FASB issued FAS No. 162, The Hierarchy of Generally Accepted Accounting Principles” which identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “ The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The Company does not expect that the adoption of this pronouncement will have a significant impact on its financial condition, results of operations and cash flows.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

Note 2

Summary of Significant Accounting Policies (continued)

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have a material effect on our financial position and results of operations if adopted.

In December 2008, the FASB issued FASB Staff Position (FSP) FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. The document increases disclosure requirements for public companies and is effective for reporting periods (interim and annual) that end after December 15, 2008. This FSP amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to require public entities to provide additional disclosures about transfers of financial assets. It also amends FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to require public enterprises, including sponsors that have a variable interest in a variable interest entity, to provide additional disclosures about their involvement with variable interest entities. The Company does not expect that the adoption of this pronouncement will have a significant impact on its financial condition, results of operations and cash flows.

In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP FAS 141(R)-1”). This pronouncement amends SFAS No. 141-R to clarify the initial and subsequent recognition, subsequent accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSP SFAS No. 141(R)-1 requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, as determined in accordance with SFAS No. 157, if the acquisition-date fair value can be reasonably estimated. If the acquisition-date fair value of an asset or liability cannot be reasonably estimated, the asset or liability would be measured at the amount that would be recognized in accordance with FASB Statement No. 5, “Accounting for Contingencies” (SFAS No. 5), and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss.” FSP SFAS No. 141(R)-1 became effective for the Registrants as of January 1, 2009. As the provisions of FSP FAS 141(R)-1 are applied prospectively to business combinations with an acquisition date on or after the guidance became effective, the impact to the Registrants cannot be determined until the transactions occur. No such transactions occurred during the first quarter of 2009.

In April 2009, the FASB issued FSP FAS No. 107-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures about Fair Value of Financial Instruments, which amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, (“SFAS No. 107”) and APB Opinion No. 28, “Interim Financial Reporting,” respectively, to require disclosures about fair value of financial instruments in interim financial statements, in addition to the annual financial statements as already required by SFAS No. 107. FSP FAS 107-1 and APB 28-1 will be required for interim periods ending after June 15, 2009. As FSP FAS 107-1 and APB 28-1 provide only disclosure requirements, the application of this standard will not have a material impact on the Company’s results of operations, cash flows or financial position.

All new accounting pronouncements issued but not yet effective have been deemed to not be applicable, hence the adoption of these new standards is not expected to have a material impact on the consolidated financial statements.

P. Concentration Of Credit Risk

Financial instruments, which potentially subject us to concentration of credit risk, consist principally of cash described below.

For the three months ended March 31, 2009 and the year ended December 31, 2008, we did not have balances in excess of the $250,000 limit insured by the Federal Deposit Insurance Corporation of $250,000.

One customer accounted for 100% of sales for the three months ended March 31, 2009 and 2008. One Customer accounts for 100% and 74% of accounts receivable at March 31, 2009 and December 31, 2008, respectively.

Note 2

Summary of Significant Accounting Policies (continued)

Q. Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming the Company is a going concern, which assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered a loss from operations, and the Company lacks sufficient liquidity to continue its operations. Management's 2009 forecast indicates positive trends from revenues, but it may not result in an increase in operating income, net income, among others and positive cash flows.

These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amount of liabilities that might be necessary should the Company be unable to continue in existence.

Continuation of the Company as a going concern is dependent upon achieving profitable operations. Management's plans to achieve profitability include developing new areas of oil and gas exploration and implementing certain cost reduction initiatives as necessary. There can be no assurance that the Company will generate enough cash from such revenues, or that cost reduction initiatives will be successful to meet anticipated cash requirements.

Note 3

Performance Bond

The Israel Petroleum Commission (“IPC”) required the company to post a plugging bond in the amount of $100,000 during the year ended Decembers 31, 2008 to ensure that the open wells on our licenses are properly plugged and abandoned when their useful lives are determined to be concluded. Such bond is an addition to the cost of the Company’s projects. During the quarter ended March 31, 2009 the $100,000 bond expired and subsequent to March 31, 2009, the Company posted a new bond in the amount of $75,000.

Note 4

Oil and Gas Operations

Heletz Field Licenses

In September, 2007, the Petroleum Commissioner of Israel (the “IPC”) formally issued to AEI 100% of the Heletz-Kokhav license covering a large part of the Heletz Field. In February, 2008, the Petroleum Commissioner of Israel issued to AEI 50% of the Iris license covering the remaining part of the Heletz Field. Lapidoth-Heletz LP, a Limited Partnership listed on the Tel Aviv stock exchange, was issued the other 50% of the Iris License.

The Heletz-Kokhav license and the Iris license equaling approximately 68,000 acres, are comprised of 3 oil fields — Heletz, Brur and Kochav — and is located approximately 55 km south of Tel Aviv and 12 km east of the Mediterranean Sea. Heletz was the first oil field discovered in the eastern Mediterranean and remains the most significant oil field discovered onshore Israel.

The first well (Heletz-1) was drilled to a depth of 4,800 feet (1,515 Meters) and recognized as a producing well on October 12, 1955. Initial production was approximately 400 barrels per day; oil was 29o API. A total of 88 wells have been drilled on the Heletz field to depths ranging from 4,000 to 6,500 feet, of which 59 were producing wells with the other 29 having oil shows. Peak production occurred in 1965 when daily production reached 4,000 barrels of oil per day ("BOPD").

According to the terms of the Licenses, Avenue agreed to a work program over the next 3 years that will consist of field studies, well workovers, shooting seismic and the drilling of a new well. Failure by Avenue in implementing the work program may cause Avenue to lose its interest in the licenses. Avenue may request the conversion of the License to a 30 year production Lease in the event of a substantial increase in daily production that occurs as a result of the work program. Avenue estimates the work program expenditures at approximately $4,000,000.

On June 12, 2008, oil production was restarted from the Heletz-Kokhav license in the Heletz field. As of March 31 2009, two wells were producing around 33 bopd ("Barrels of Oil Per Day") in aggregate.

Note 4

Oil and Gas Operations (continued)

TomCo Agreement

On January 16, 2008, Avenue entered into a non-binding Letter of Intent (the “LOI”) with TomCo Energy Plc (“TomCo”) pursuant to which TomCo agreed to acquire a 50% interest in the Heletz-Kokhav License and a 25% interest in the Iris License (the “Licenses”) which were awarded to AEI by the Israel Petroleum Commission.

Upon execution of the LOI, TomCo paid the Company a non refundable security deposit in the amount of $75,000.

On March 17, 2008, the Company borrowed $250,000 from TomCo. The loan was to have accrued interest at a rate of 2% per annum and be offset against TomCo’s commitment as part of the agreement.

On April 1, 2008, the Company completed the agreement. The closing of the transaction contemplated by the agreement was subject to the satisfaction of certain conditions, including without limitation, obtaining any necessary consents or approvals from the IPC and/or any other Israeli governmental authority, and the payment of certain milestone payments by TomCo to the Company.

Upon closing, TomCo was to earn a 50% net working interest (after deduction of certain expenses and royalties), by assuming 100% of the costs associated with implementing the 3 year work program up to $4 million. In addition, TomCo paid the Company a transaction fee of $1 million in cash and $500,000 of restricted shares of TomCo. The agreement also sets forth certain payments that was to be made by TomCo which are contingent upon the successful conversion by the Company of the License into a production lease and recoverable reserves being certified at 10 million barrels or more as verified by an independent geologist. Further terms of this Agreement called for TomCo to spend at least $3,500,000 or such sum as necessary to fulfill the minimum obligations of the Heletz and Iris License subject to a cap of $4,500,000 to earn a full fifty percent (50%) interest in the Heletz License and a full twenty five percent (25%) interest in the Iris License but that if TomCo should expend less than $2,000,000 towards the work program, then TomCo shall earn no interest whatsoever in the Licenses.

On January 1, 2009 TomCo failed to meet the Company’s cash call. Despite repeated attempts by the Company notifying TomCo of its obligations, to date, TomCo has not advanced any further cash towards fulfilling their commitment. On February 11, 2009, TomCo announced that it had suspended its securities from trading on the AIM market pending clarification of its financial position. On February 24, 2009, the Company served TomCo notice that it was in breach of the agreement. On April 12, 2009, the Company served TomCo notice that the agreement has been terminated and that as according to the terms of the agreement, TomCo does not retain any interest in the Company’s licenses or in AEI.

As of March 31, 2009 TomCo had advanced the Company a total of $1,202,121 (including the $75,000 security deposit) that was expended towards the work program. TomCo also advanced a transaction fee of $1,000,000 and $500,000 of common stock (equivalent to 12,618,615 common stocks). As of March 31, 2009, the Company recorded a valuation allowance of $500,000 associated with the TomCo stock received.

Heletz License Pooling Agreement

On March 3, 2009 the Company announced that Avenue Energy Israel (”AEI'') entered into a Joint Operating Agreement (“JOA”) with Lapidoth-Heletz LP (”L-H'') to pool their interests in the Heletz-Kokhav and Iris licenses covering the Heletz Field in southern Israel . Under the agreement, AEI is contributed its 100% interest in the Heletz-Kokhav license and its 50% interest in the Iris License and L-H contributed its 50% interest in the Iris License into a pooling arrangement whereby AEI will retain a 75% interest and L-H a 25% interest in the combined licenses.

Additional terms of the agreement call for:

–

AEI to act as operator.

–

AEI to cover 100% of the costs associated with the Government Approved Work Program ("GAWP").

–

AEI is to retain 100% of the production from the Heletz 1, Heletz 25, Heletz 37, Kokhav 24, Kokhav 27 and Kokhav 29 wells and L-H retaining 100% of the production from the Heletz 40 well.

–

Lapidoth shall be designated as the preferred contractor under the terms and provisions of the JOA.

Note 4

Oil and Gas Operations (continued)

–

AEI shall pay the first $1.3 million of associated capital expenditures of the licenses following the fulfillment of the license requirements as delineated in the GAWP.

West Virginia

In October 2006, Avenue Energy entered into an agreement with Drilling Appalachian Corporation, ("DAC") to participate in the drilling Natural Gas wells in West Virginia.

In order to meet its financial obligations under the agreement, Avenue formed a Limited Partnership called Avenue Appalachia 2006 LP ("2006 LP"), with Avenue's wholly owned subsidiary, Avenue Appalachia Inc. ("AAI") acting as the General Partner ("GP"). Avenue assigned the DAC agreement to the 2006 LP. In consideration of its assignment of the DAC contract and its services as GP, AAI received a 10% carried partnership interest in the 2006 LP, with its interest rising to 20% after payout of capital invested. The limited partners of the 2006 LP are an unaffiliated private family trust holding a 68.2% limited partner interest with AAI holding the remaining 31.8% limited partner interest.

The first two wells of the program were drilled and completed in November and December, 2006. For the three months ending March 31, 2009, the wells produced a total of 1,668 mcf for an average of 18.5 mcf per day in the aggregate.

Due to the performance of the first two wells of the program, we have revised the terms of the program with DAC, where the obligations of the 2006 LP will go forward on a well by well basis. In October 2007, the Limited Partner of the 2006 LP decided to drill a well on a sole risk basis. AAI did not participate in this well and will not be sharing in the revenues of this well.

Asset Retirement Obligation

We record an asset retirement obligation in accordance with FAS 143. We measure the liability to plug our oil and gas wells at the end of their economic lives and to restore the land in compliance with all applicable regulations at its fair value at the balance sheet date. We consult with specialists operating our oil and gas property and other professionals in the industry to determine estimated cost in current dollars for the asset retirement obligation. We record accretion expense as the change in present value of discounted cash flow needed to satisfy our future asset retirement obligation. We review our fair value estimates annually and record results of the change in the estimates of the fair value as a change in the capitalized cost of the asset and as a change in the asset retirement obligation. We revise our annual accretion expense schedule accordingly. We use US Department of Labor annual Producer Price Index for the oil and gas machinery and equipment to calculate future cash flow for our asset retirement obligation. We use our cost of capital to calculate the present value of the future cash flow. Below is a schedule of the changes in the obligation for the three months Ended March 31, 2009 and the year ended December 31, 2008.



	March 31, 2009		December 31, 2008
Beginning asset retirement obligation	$	12,746	$	12,746
Accretion		—		—
Ending asset retirement obligation	$	12,746	$	12,746

Note 5

Inventory

Inventory at March 31, 2009 and December 31, 2008 consists of oil in tanks. The Company values inventory at the lower of cost of market. At March 31, 2009 and December 31, 2008 the Company valued its inventory at fair market value.

Note 6

Equipment

Equipment at March 31, 2009 and December 31, 2008 included:



	March 31, 2009			December 31, 2008
Office and computer equipment	$	56,414		$	56,414
Less: accumulated depreciation		(28,408	)		(25,921	)
Equipment, net	$	28,006		$	30,493

Depreciation expense for the three months ended March 31, 2009, and 2008, was $2,487 and $366, respectively.

Note 7

Advances

Upon execution of the Letter of Intent (“LOI”), TomCo paid the Company a non-refundable security deposit in the amount of $75,000. This security deposit was to be credited towards other amounts to which TomCo is obligated under the terms of the LOI.

The closing of the transaction contemplated by the agreement was subject to the satisfaction of certain conditions, including without limitation, obtaining any necessary consents or approvals from the IPC and/or any other Israeli governmental authority, and the payment of the security deposit by TomCo to the Company.

Upon closing, TomCo was to earn a 50% net working interest (after deduction of certain expenses and royalties), by assuming 100% of the costs associated with implementing the 3 year work program up to $4 million. In addition, TomCo paid the Company a transaction fee of $1 million in cash and $500,000 of restricted shares of TomCo. The agreement also sets forth certain payments to be made by TomCo which were contingent upon the successful conversion by the Company of the License into a production lease and recoverable reserves being certified at 10 million barrels or more as verified by an independent geologist. As of March 31, 2009 TomCo had advanced the Company a total of $1,202,121 of cash (including the $75,000 security deposit) that was expensed towards the work program. Tomco also advanced a transaction fee of $1,000,000 and $500,000 of common stock (equivalent to 12,618,615 common stocks). As of March 31, 2009, the Company recorded a valuation allowance of $500,000 associated with the TomCo stock received.

Note 8

Notes And Loans Payable - Related Party

On August 1, 2000, we borrowed $150,000 from Instanz Nominees Pty. Ltd. ("Instanz"), a related party at that time. The loan bears interest at the rate of ten percent (10%) per annum. In November 2002, we repaid $100,000 of this note from the proceeds of a private placement, leaving a balance payable of principal and interest of $163,523 and $160,235 at March 31, 2009 and December 31, 2008, respectively. Upon mutual agreement of the parties, we will repay this loan and accrued interest payable, only after we have received additional financing and at that time upon the mutual agreement of Instanz and the Company.

Note 9

Notes Payable Officer

An Officer of the Company loaned the Company a total of $68,100. The loan is payable upon demand and accrues interest at a rate of 10% per annum. As of December 31, 2008 the officer was repaid a total of $68,100. As of March 31, 2009 the Officer advanced the Company a total of $9,000. The advance is non interest bearing and is payable upon demand.

Note 10

Notes Payable

On March 17, 2008, the Company borrowed $250,000 from TomCo. The loan is payable upon demand and accrued interest at a rate of 2% per annum. Accrued interest at March 31, 2009 and December 31, 2008 amounted to $5,260 and $4,027, respectively.

Note 11

Capitalization and Equity

A. Preferred Stock

We have authorized the issuance of 25,000,000 shares of preferred stock, par value $.001 per share. Our board of directors has the right to create one or more series of preferred stock and to determine the rights, preferences and privileges of any such series. No shares of preferred stock are currently outstanding.

On March 23, 2008, the board of directors adopted resolutions providing for the designation of the Company’s Series A preferred stock, $0.001 par value. Holders of the Series A Preferred Stock are entitled, among other things, to (i) ten (10) votes for each share of Series A Preferred Stock owned on the record date for the determination of shareholders entitled to vote, on all matters submitted to the Company’s shareholders, (ii) convert shares of Series A Preferred Stock into fully paid and non-assessable shares of the Company’s common stock, at their option at any time and from time to time beginning from the date of issuance, in an amount equal to two (2) shares of common stock for each one (1) share of Series A Preferred Stock surrendered, and (iii) a preferential payment in cash of $0.0025 per share of Series A Preferred Stock owned, out of assets of the Company legally available therefore upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company to the holders of (a) any other class or series of capital stock of the Company, the terms of which expressly provide that the holders of Series A Preferred Stock should receive preferential payment with respect to such distribution (to the extent of such preference), and (b) the Company’s stock.

B. Common Stock

Langley Park Investment Trust

In July 2004, we entered into an agreement with a newly formed London-based investment trust, Langley Park Investment Trust ("Langley") for the sale in a private placement of 48,458,149 shares of our common stock in exchange for 6,057,269 ordinary shares of Langley valued at 1.00 British pound ("GBP") per share or $11 million, based on arms-length negotiation. The purpose and the underlying economics of the transaction were to acquire a liquid asset which we would be able to sell as needed as a source of cash. Upon our acquisition of the Langley shares Langley was still privately-held. The fair value of the Langley shares we acquired was determined by arms-length negotiation between us and Langley. As consideration for acquiring the shares we issued 48,458,149 shares of our common stock. The price quoted for our stock on the Over-the Counter Bulletin Board, $0.227 per share at the time of closing, was a key factor in the negotiations. There was no relationship between us and Langley other than as arms-length parties to the transaction.

In 2006 and 2005, we sold 3,028,634 and 2,300,000 shares of Langley held by us for proceeds of $57,286 and $654,975, respectively. We used the proceeds from the sale of these shares to fund our working capital requirements. In January, 2007, we sold our remaining interest in Langley 728,635 shares for approximately $199,600.

Note 12

Stock Options And Other Agreements

A. Stock Options

In April 2000, our Board of Directors authorized the issuance of up to 8,250,000 shares of common stock in connection with our Stock Option Plan (the "Plan"). The Plan became effective on February 14, 2001, in connection with our effective registration statement on Form SB-2. On December 24, 2002, stockholders approved an amendment to the Plan, enabling the Board as currently configured without non-employee directors to grant options under the Plan and to increase the number of shares authorized for grant from 8,250,000 to 15,000,000. We grant options under the Plan to our officers, directors, employees and consultants.

Beginning January 1, 2006, our stock option plan is subject to the provisions of Statement No 123(R), Share-Based Payments. Under the provisions of this standard, employee and director stock-based compensation expense is measured using fair value. In 2005 and earlier our stock option plan was subject to the provisions of Statement No 123, Accounting for Stock-Based compensation. Under the provisions of the old standard, employee and director stock-based compensation expense were measured using either the intrinsic-value method as prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations, or the fair value method described in Statement 123. In 2005 and earlier we had elected to account for our employee and director stock-based

Note 12

Stock Options And Other Agreements (continued)

awards under the provisions of APB Opinion No. 25. Under APB Opinion No. 25, compensation cost for stock options was measured as the excess, if any, of the fair value of the underlying common stock on the date of grant over the exercise price of the stock option.

In 2006 and 2005 we had option activity in the following transactions:

In March 2004, we entered into a three year part-time, non-exclusive consulting Agreement with an individual pursuant to which the individual agreed to provide us with financial, capital markets, strategic planning, public relations, investor relations, general business management and corporate financial services in Canada. Compensation for the services under this agreement is from the grant of stock options to the individual in March 2004 to purchase 6,750,000 shares of common stock at $0.15 per share. Of the total options granted, 2,250,000 were granted pursuant to our 2000 Stock Option Plan and are not deemed vested until the filing of a registration statement in connection with the Plan, which was filed on April 26, 2004. The remaining 4,500,000 options were granted outside of the Plan and vested monthly over twelve months from the date of grant. As of December 31, 2004, 3,750,000 of the options granted outside of the Plan were fully vested. All of the options granted outside of the Plan were fully vested as of February 8, 2005. In connection with the grant, we expensed the vested intrinsic value of $900,000 in 2004. The unamortized balance of $112,500 was included in the balance sheet as deferred compensation at December 31, 2004 and expensed in 2005.

In April 2005 we extended for three years to April 30, 2008, the expiration date of the option granted to Fawdon Investments, Ltd. to purchase 50,000,000 shares of common stock at a $0.04 exercise price. We accounted for the extension as the issuance of a new option to a non-employee in accordance with the provisions of Statement 123 and the consensus of the Emerging Issues Task Force of the FASB in Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services. That accounting resulted in a charge to operations of $2,500,000 in connection with this extension. The options expired in April 30, 2008.

On February 7, 2007, Avenue Group, Inc. entered in to a consulting agreement with Dov Amir in connection with its oil and gas activities. Pursuant to this agreement Mr. Amir received $5,000 as a bonus, and will be compensated at the rate of $5,000 per month. In addition, he will receive an option, with immediate vesting, at $.02 the beginning of each month to purchase 50,000 shares of the Company's stock at the prevailing market rate. For the year ended December 31 2007, he received an option for 400,000 shares with an exercise price of $.02 per share. Compensation expense for these options were valued using the Black-Scholes method and was calculated to be $8,000 and is included in the Statement of Operations for the year ended December 31, 2008.

Under SFAS 123R, The Company re measures the intrinsic value of the options at the end of each reporting period until the options are exercised, cancelled or expire unexercised. As of March 31, 2009, a total of 10,240,000 options with a weighted average exercise price of $.006 and a weighted remaining life of 5 years are outstanding.

The following table is a summary of stock option transactions for 2009 and 2008:


	Number of Shares			Weighted average exercise price per share

Balance at December 31, 2007		64,350,000		$	0.054
Granted		1,980,000		$	0.005
Exercised		—			—
Expired		(56,750,000	)	$	0.053
Balance at December 31, 2008		9,580,000		$	0.006
Granted		660,000		$	0.005
Exercised		—			—
Expired		—			—
Balance at March 31, 2009		10,240,000		$	0.006

Note 12

Stock Options And Other Agreements (continued)

At March 31, 2009, we had outstanding options to purchase 10,240,000 shares, of which 10,240,000 were fully vested and exercisable. The following table summarizes information about outstanding stock options at March 31, 2009:


	Outstanding Options			Options Exercisable
Range of Exercise Prices	Outstanding as of March 31, 2009	Weighted average exercise price per option	Weighted average remaining contractual life (years)	Exercisable as of December 31, 2008	Weighted average exercise price per option
$0.005 -$0.25	10,240,000	$0.006	4.0	10,240,000	$0.006

B. Other Agreements

Agreements with Directors and Officers

On March 23, 2008, the Company and Ledger Holdings Pty Ltd., executed a directorship and consulting agreement, effective April 1, 2008 pursuant to which Levi Mochkin will continue to serve as the Chairman of the Company’s board of directors and its Chief Executive Officer. As compensation for his service as chairman of the Company’s board of directors, the Ledger Agreement provides that Levi Mochkin will be paid $5,000 per month. In addition, an option to purchase 120,000 shares of the Company’s common stock at an exercise price of $0.005 per share will be granted to Ledger. The option will vest in monthly tranches of 10,000 shares, commencing April 1, 2008, and each 10,000 share tranche will expire on the fifth anniversary of its vesting. Compensation expense for these options were valued using the Black-Scholes method and was calculated to be $1,154 and is included in the Statement of Operations for three months ended March 31, 2009.

On March 23, 2008, the Company and MEM Energy Partners, LLC, a limited liability company formed under the laws of Delaware (“MEM”), executed a directorship and consulting agreement (the “MEM Agreement”), pursuant to which Mendel Mochkin, the managing director and registered owner of all of the equity interests in MEM, was appointed to serve as a member of the Company’s board of directors and will act as an oil and gas and general business consultant to the Company. Mendel Mochkin has served as the Company’s vice-president since June 2005.

Note 12

Stock Options And Other Agreements (continued)

Pursuant to the terms of the agreement, the company shall compensate MEM for Mendel Mochkin’s services as a Director at a rate of $2,500 per month and an option to purchase 120,000 shares of the Company’s common stock at an exercise price of $0.005 per share will be granted to MEM. The option will vest in monthly tranches of 10,000 shares, effective April 1, 2008, and each 10,000 share tranche will expire on the fifth anniversary of its vesting. Compensation expense for these options were valued using the Black-Scholes method and was calculated to be $1,154 and is included in the Statement of Operations for the three months ended March 31, 2009 Pursuant to the agreement Mendel Mochkin will also serve as an oil and gas and general business consultant to the Company for a term of one year, effective April 1, 2008. As compensation, MEM will be paid $8,000 per month, a signing bonus of 2,400,000 shares of the Company’s common stock and 12,500,000 of the Company’s newly designated Series A Preferred Stock will be issued to MEM valued at $55,200 and $575,000, respectively. In addition options to purchase 2,400,000 shares of the Company’s common stock at an exercise price of $0.005 per share, will be granted to MEM and included in the Statement of Operations for the year ended December 31, 2008. The option will vest in monthly tranches of 200,000 shares, commencing March 23, 2008, and each 200,000 share tranche will expire on the fifth anniversary of its vesting. Compensation expense for these options were valued using the Black-Scholes method and was calculated to be $23,086 and is included in the Statement of Operations for three months ended March 31, 2009.

ITEM 2.

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company should be read in conjunction with the Consolidated Financial Statements and notes related thereto included in this Quarterly Report on Form 10-Q. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

Overview

We were incorporated in Delaware on February 2, 1999 under the name I.T. Technology Inc. In January 2003, we changed our corporate name to Avenue Group, Inc. We are engaged in oil and gas exploration and development. We own 100% of Avenue Energy Israel LTD (“AEI”) which in turn owns 75% of the Heletz-Kokhav license and 75% of the Iris License in Israel, two petroleum exploration licenses in the State of Israel. Our wholly-owned operating subsidiary, Avenue Energy, Inc, owns 100% of Avenue Appalachia, Inc., a Delaware company, which has a 10% General Partner interest and a 31.8% Limited Partner interest in Avenue Appalachia 2006 LP, a partnership formed in 2006.

Our strategy is to acquire a portfolio of oil and gas assets. This includes the generation and acquisition of low risk drilling opportunities in the US and to acquisition of entry-level high impact oil and gas reserves abroad.

During the three months ended March 31, 2009, our activities were principally devoted to our oil and gas operations in Israel and the pursuit to acquire oil and gas exploration and production property in the US and abroad.

Recent Developments

TomCo Agreement

On April 1, 2008, the Company completed an agreement with TomCo. The closing of the transaction contemplated by the agreement was subject to the satisfaction of certain conditions, including without limitation, obtaining any necessary consents or approvals from the IPC and/or any other Israeli governmental authority, and the payment of certain milestone payments by TomCo to the Company.

Heletz License Pooling Agreement

On March 3, 2009, the Company announced that Avenue Energy Israel (”AEI'') entered into a Joint Operating Agreement (“JOA”) with Lapidoth-Heletz LP (”L-H'') to pool their interests in the Heletz-Kokhav and Iris licenses covering the Heletz Field in southern Israel . Under the agreement, AEI is contributed its 100% interest in the Heletz-Kokhav license and its 50% interest in the Iris License and L-H contributed its 50% interest in the Iris License into a pooling arrangement whereby AEI will retain a 75% interest and L-H a 25% interest in the combined licenses.

Additional terms of the agreement call for:

–

AEI to act as operator.

–

AEI to cover 100% of the costs associated with the Government Approved Work Program ("GAWP").

–

AEI is to retain 100% of the production from the Heletz 1, Heletz 25, Heletz 37, Kokhav 24, Kokhav 27 and Kokhav 29 wells and L-H retaining 100% of the production from the Heletz 40 well.

–

Lapidoth shall be designated as the preferred contractor under the terms and provisions of the JOA.

–

AEI shall pay the first $1.3 million of associated capital expenditures of the licenses following the fulfillment of the license requirements as delineated in the GAWP.

We continue to focus our activities on re-developing the Heletz field. This includes repairing wells, reviewing plugged wells that are candidates for workovers and collecting and reviewing field and production data for additional upside opportunities.

Results of Operations

For the three months ended March 31, 2009 compared to three months ended March 31, 2008.

During the three months ended March 31, 2009, our activity was principally devoted to oil and gas activities in the State of Israel arising out of the granting of the Heletz Field license by the Israel Petroleum Commission and to the pursuit of acquiring oil and gas exploration and production properties in the U.S. and abroad.

We generated $1,249 in net revenues for the three months ended March 31, 2009, versus $3,722 in net revenues for the three months ended March 31, 2008. The decrease in revenue is primarily due a reduction of production from West Virginia.

Net losses for the three months ended March 31, 2009 were $339,266 compared to net losses of $382,926 for the three months ended March 31, 2008. Total operating expenses for the three months ended March 31 2009, decreased by $45,235. The decrease is predominantly a result of a decrease in sales, general and administrative expenses.

Liquidity and Capital Resources

We have generated losses from inception and anticipate that we will continue to incur significant losses until, at the earliest, we can generate sufficient revenue to offset the substantial up-front capital expenditures and operating cost associated with establishing, attracting and retaining a significant business base. As of March 31, 2009, we have a net loss of $339,266 and $382,926 and a cash flow from operations of $31,764 and $(295,117) for the three months ended March 31, 2009 and 2008, respectively. We have an accumulated deficit of $38,150,243 and $37,810,977 as of March 31, 2009 and December 31, 2008, respectively. We cannot offer any assurance that we will be able to generate significant revenue or achieve profitable operations.

The capital requirements relating to implementation of our business plan will be significant. As of March 31, 2009, we had cash of $125,849 and a working capital deficit of $3,654,578 as compared to $85,085 in cash and working capital of $3,343,749 as of December 31, 2008.

Our cash and cash equivalents increased by $40,764 from $85,085 as of December 31, 2008 to $125,849 as of March 31, 2009. The increase was a result of the Company’s $100,000 performance bond being released. Subsequent to March 31, 2009 the Company posted a new performance bond in the amount of $75,000.

During the next nine months, our business plan contemplates that we further develop our oil and gas activities. To date we have been dependent on the proceeds of the production from the Heletz field and other financings in order to implement our operations.

We plan to rely on the proceeds from farm-outs, new debt or equity financing to finance our ongoing operations. We anticipate requiring significant additional capital in order to fund our anticipated oil and gas related activities in the State of Israel and in Appalachia, the acquisition and exploration of oil and gas leases and licenses located elsewhere and to fund corporate overhead expenditures. We intend to continue to seek additional capital in order to meet our cash flow and working capital requirements. We anticipate that we will need additional capital to fund our anticipated operations for the next 12 months, depending on revenues from operations. We do not have any contracts or commitments for financing at this time. There is no assurance that we will be successful in achieving any such financing or raising sufficient capital to fund our operations and pursue further development. There can be no assurance that any such financing will be available to us on commercially reasonable terms, if at all. If we are not successful in sourcing significant additional capital in the near future, we will be required to significantly curtail or cease ongoing operations and consider alternatives that would have a material adverse affect on our business, results of operations and financial condition. In such event we may need to relinquish most, if not all of our ongoing oil and gas rights and licenses.

Going Concern

Critical Accounting Policies and Estimates

We review the status of our oil and gas property periodically to determine if an impairment of our property is necessary. We follow the guidance in paragraphs 28 and 31 of FASB Statement 19, Financial Accounting and Reporting by Oil and Gas Producing Companies, requiring periodic assessments for impairment of unproved properties and exploratory well cost when reserves are not found. In the impairment test we compare the expected undiscounted future net revenue on a field-by-field basis with the related net capitalized cost at the end of each period. Should the net capitalized cost exceed the undiscounted future net revenue of a property, we write down the cost of the property to fair value, which we determine using estimates of discounted future net revenue. We provide an impairment allowance on a property-by-property basis when we determine that unproved property will not be developed.

Use of Estimates

Inventory

Oil and Gas Property

Impairment of Long-Lived Assets

Revenue Recognition

Foreign Currency Translation

We translate assets and liabilities of our Australian and Israeli subsidiaries at the exchange rate prevailing at December 31, 2008 and 2007, and related revenue and expense at average exchange rates in effect during the period. We record resulting translation adjustments as a component of accumulated other comprehensive income (loss) in stockholders' deficit.

Recent Accounting Pronouncements

In May 2008, the FASB issued FAS No. 162, The Hierarchy of Generally Accepted Accounting Principles” which identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “ The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The Company does not expect that the adoption of this pronouncement will have a significant impact on its financial condition, results of operations and cash flows.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in

FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have a material effect on our financial position and results of operations if adopted.

In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP FAS 141(R)-1”). This pronouncement amends SFAS No. 141-R to clarify the initial and subsequent recognition, subsequent accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSP SFAS No. 141(R)-1 requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, as determined in accordance with SFAS No. 157, if the acquisition-date fair value can be reasonably estimated. If the acquisition-date fair value of an asset or liability cannot be reasonably estimated, the asset or liability would be measured at the amount that would be recognized in accordance with FASB Statement No. 5, “Accounting for Contingencies” (SFAS No. 5), and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss.” FSP SFAS No. 141(R)-1 became effective for the Registrants as of January 1, 2009. As the provisions of FSP FAS 141(R)-1 are applied prospectively to business combinations with an acquisition date on or after the guidance became effective, the impact to the Registrants cannot be determined until the transactions occur. No such transactions occurred during the first quarter of 2009.

In April 2009, the FASB issued FSP FAS No. 107-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures about Fair Value of Financial Instruments, which amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, (“SFAS No. 107”) and APB Opinion No. 28, “Interim Financial Reporting,” respectively, to require disclosures about fair value of financial instruments in interim financial statements, in addition to the annual financial statements as already required by SFAS No. 107. FSP FAS 107-1 and APB 28-1 will be required for interim periods ending after June 15, 2009. As FSP FAS 107-1 and APB 28-1 provide only disclosure requirements, the application of this standard will not have a material impact on the Company’s results of operations, cash flows or financial position.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 4.

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of December 31, 2008. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is not accumulated nor communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

We did not have sufficient personnel in our accounting and financial reporting functions. Currently, our Chief Executive Officer also serves as our Chief Financial Officer. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis; and

We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of US GAAP commensurate with our complexity and our financial accounting and reporting requirements. This control deficiency is pervasive in nature, results in a reasonable possibility that material misstatements of the consolidated financial statements including disclosures will not be prevented or detected on a timely basis as a result.

We are committed to improving our financial organization. As part of this commitment, we will create a segregation of duties consistent with control objectives and will look to increase our personnel resources and technical accounting expertise within the accounting function by the end of fiscal 2010 to resolve non-routine or complex accounting matters. In addition, when funds are available to us, which we expect to occur by the end of fiscal 2010, we will take the following action to enhance our internal controls: Hiring additional knowledgeable personnel with technical accounting expertise to further support our current accounting personnel, which management estimates will cost approximately $100,000 per annum. The Company currently engages an outside accountant to provide preparation and review of the financial statements and will continue to engage consultants in the future as necessary in order to ensure proper treatment.

Management believes that hiring additional knowledgeable personnel with technical accounting expertise will remedy the following material weaknesses: (A) lack of sufficient personnel in our accounting and financial reporting functions to achieve adequate segregation of duties; and (B) insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of US GAAP commensurate with our complexity and our financial accounting and reporting requirements.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole. Due to the fact that our accounting staff consists of a contract accountant, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turn over issues within the department occur. We believe this will greatly decrease any control and procedure issues we may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

(b) Changes in internal control over financial reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

On February 24, 2009, the Company served TomCo notice that it was in breach of the Farmin agreement dated April 1, 2008. On April 12, 2009, the Company served TomCo notice that the agreement has been terminated and that as according to the terms of the agreement, TomCo does not retain any interest in the Company’s licenses or in Avenue Energy Israel. TomCo has refuted the termination and TomCo alleges that the Company had failed to comply with its reporting obligations to TomCo under the agreement and the related Joint Operating Agreement. TomCo further alleges, that as an agreed work program was not in place, the Company was not entitled to make cash calls on TomCo. The Company rejects TomCo’s view and that the agreement has been terminated as according to the terms of the agreement. The agreement provides for arbitration proceedings in Israel as the venue for dispute resolution. If TomCo were to prevail, it would cause a material adverse affect on our business, financial condition and operating results. As of May 20, 2009, no such proceedings have commenced by either party.

We are currently not aware of any other legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

ITEM 1A.

RISK FACTORS

Risk factors describing the major risks to our business can be found under Item 1A, "Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2008. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS



Exhibit No.		Description
3.1		Certificate of Incorporation of I.T. Technology, Inc.(incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form SB-2 (File No. 333-30364) dated February 14, 2000).
3.2		By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form SB-2 (File No. 333-30364) dated February 14, 2000).
3.3		Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 1 to the Registrant's Form 8-K, dated December 27, 2000).
3.4		Amendment to the Registrant's By-laws adopted November 6, 2000 (incorporated by reference to Exhibit 3.4 of the Registrant's Form 10-KSB for the year ended December 31, 2000).
3.5		Amendment to the Registrant's By-laws adopted November 8, 2001( incorporated by reference to Exhibit 3.5 of the Registrant's Form 10-QSB for fiscal quarter ended September 30, 2001).
3.6		Amendment to the Registrant's bylaws dated June 25, 2002 (incorporated by reference to Exhibit 3.6 to the Registrant's Form 10-QSB for the fiscal quarter ended June 30, 2002).
4.1		Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock filed with the Secretary of State of Delaware on April 15, 2008 (incorporated by reference to the Registrant’s Form 8-K filed with the SEC on April 16, 2008).
10.1		2000 Stock Option Plan ( incorporated by reference to Exhibit 10.6a of the Registrant's Form 10-KSB for the year ended December 31, 2000).
10.2		Partial Loan Satisfaction notice dated November 2002 by and between Instanz Nominees Pty Ltd and I.T. Technology, Inc., ( incorporated by reference to Exhibit 10.10(a) to the Registrant's Form 10-KSB for the year ended December 31, 2002).
10.3		Option Agreement dated April, 2002 (incorporated by reference to Exhibit 10.11 to the Registrant's Form 10-KSB for the year ended December 31, 2002).
10.4		Asset Purchase Agreement dated January 14, 2002 ( incorporated by reference to Exhibit 10.21 of the Registrant's Form 10-KSB for the year ended December 31, 2001).
10.5		Agreement dated April 30, 2002 by and between the Registrant, Bickham's Media, Robert Petty, ROO Media and Petty Consulting, (incorporated by reference to Exhibit 10.22 of the Registrant's Form 8-K dated May 2, 2002).
10.6		Farmin Participation Agreement dated November 14, 2002 ( incorporated by reference to Exhibit 10.27 of the Registrant's Form 8-K dated November 25, 2002).
10.7		Agreement Amending Farmin & Participation Agreement dated November 14, 2002 by and between Avenue Energy, Inc., Aladdin Middle East Ltd., Ersan Petrol Sanayii A.S., Tranmediterranean Oil Company Ltd., and Guney Yildizi Petrol Uretim Sondaj Muteahhitlik ve Ticaret A.S., collectively referred to as the Sayer Group Consortium and Middle East Petroleum Services Limited (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K dated January 6, 2003).
10.8		Joint Operating Agreement dated December 20, 2002, by and between Avenue Energy, Inc., Aladdin Middle East Ltd., Ersan Petrol Sanayii A.S – License AR/AME - EPS 3462 GAZIANTEP, S.E. ANATOLIA, Republic of Turkey (incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K dated January 6, 2003).
10.9		Memorandum of Understanding between Aladdin Middle East, Ltd. and Avenue Energy, Inc. dated May 22, 2003(incorporated by reference to Exhibit 10.1(a) of the Registrant's Form 10-QSB for the fiscal quarter ended June 30, 2003.
10.10		Employment Agreement by and between Avenue Group, Inc. and Steven Gordon dated March 8, 2004 (incorporated by reference to Exhibit 10.33 of the Registrant's Form 10-KSB for the year ended December 31, 2003).
10.11		Option Agreement by and between Avenue Group, Inc. and Steven Gordon dated March 8, 2004 (incorporated by reference to Exhibit 10.33(a) of the Registrant's Form 10-KSB for the year ended December 31, 2003).
10.12		Option Agreement by and between Avenue Group, Inc. and Steven Gordon dated March 8, 2004 (incorporated by reference to Exhibit 10.33(b) of the Registrant's Form 10-KSB for the year ended December 31, 2003).


Exhibit No.		Description
10.13		Form of Joint Operating Agreement Between Aladdin Middle East Ltd., Ersan Petrol Sanayii A.S. and Avenue Energy, Inc. (incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-K dated January 2, 2004).
10.14		Participation Agreement Between The Sayer Group Consortium and Avenue Energy, Inc. and Middle East Petroleum Services Limited dated January 22, 2004 (supercedes and corrects the Participation Agreement filed as Exhibit 99.3 to the Registrant's Form 8-K dated January 2, 2004),( incorporated by reference to Exhibit 10.36 of the Registrant's Form 10-KSB for the year ended December 31, 2003).
10.15		Separation Agreement dated as of February 1, 2005 by and among the Registrant and Jonathan Herzog (incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K dated February 11, 2005).
10.16		Directorship and Consulting Agreement dated February 7, 2005 by and among the Registrant and Norman J. Singer (incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-K dated February 11, 2005).
10.17		Directorship and Consulting Agreement dated February 7, 2005 by and among the Registrant and Development for Israel, LLC. (incorporated by reference to Exhibit 99.3 of the Registrant's Form 8-K dated February 11, 2005).
10.18		Employment Agreement by and between the Registrant and Mendel Mochkin dated as of June 1, 2005 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-QSB for the fiscal quarter ended March 31, 2006).
10.19		Consulting Agreement dated as of January 1, 2005 by and among the Registrant, Reuadnal Limited and David Landauer (incorporated by reference to Exhibit 10.41 of the Registrant's Form 10-KSB for the year ended December 31, 2004).
10.20		Participation Agreement Between The Sayer Group Consortium and JKX Turkey LTD and Avenue Energy, Inc. and Middle East Petroleum Services Limited dated May, 2005 ( incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-QSB for the fiscal quarter ended March 31, 2005).
10.21		Indemnification and Release Agreement, dated September 21, 2006, between Avenue Energy, Inc. and Aladdin Middle East Ltd., (incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K filed October 13, 2007).
10.22		Revised Compensation Letter, dated August 7, 2006 between the Registrant and Ambassador Uri Bar-Ner (incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-QSB for the fiscal quarter ended June 30, 2006).
10.23		Revised Compensation Letter, dated August 7, 2006 between the Registrant and Norman J. Singer, (incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-QSB for the fiscal quarter ended June 30, 2006).
10.24		Directorship and Consulting Agreement entered into March 23, 2008 between the Registrant and Ledger Holdings Pty Ltd.(incorporated by reference to Exhibit 10.24 of the Registrant’s Form 8-K filed with the SEC on April 16, 2008).
10.25		Directorship and Consulting Agreement entered into March 23, 2008 between the Registrant and MEM Energy Partners, LLC, (incorporated by reference to Exhibit 10.25 of the Registrant’s Form 8-K filed with the SEC on April 16, 2008).
10.26		Farmout Agreement - Heletz-Kokhav License dated April 1, 2008 by and among Avenue Group, Inc., Avenue Energy Israel Ltd., TomCo Energy PLC and Luton-Kennedy Ltd. (incorporated by reference to 10.26 of the Registrant’s amended annual report on Form 10-K/A filed with the SEC on May 28, 2008)
10.27		Heletz Licenses Pool Agreement Dated as of March 2, 2009 (incorporated by reference to 10.27 of the Registrant’s annual report on Form 10-K filed with the SEC on April 15, 2009)
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

SIGNATURES

In accordance with requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AVENUE GROUP, INC.


Date: May 20, 2009	By:	/s/ LEVI MOCHKIN
		Levi Mochkin
		President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

AVENUE GROUP INC 10-Q