UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
fiscal year ended December 31, 2008




 ̈
            TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from 
to





Commission
file no.:  001-12885




alpha-En
Corporation


(Exact
Name of Registrant in its Charter)




Delaware
              
              95-4622429(State
      or Other Jurisdiction of
              
              (I.R.S.
      Employer Identification No.)Incorporation
      or Organization)





120
      White Plains RoadTarrytown, New York
                
                10591(Address
      of Principal Executive Offices)
                
                (Zip
      Code)




Registrant’s
telephone number, including area code:  (914) 631-5265




Securities
registered pursuant to Section 12(b) of the Act:  None




Securities
registered pursuant to Section 12(g) of the Act:  None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.                                                                                                                                               Yes
£  No
þ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange
Act.                                                                                                                                               Yes
£  No
þ




Indicate
by check mark whether the registrant: (1) 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
past 90 days.  þYes  o No




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-BK is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  þYes  o No




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” 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  þ(Do
      not check if a smaller reporting company)





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




The
aggregate market value of the voting and non-voting equity held by
non-affiliates of the registrant, as of June 30, 2008, was approximately
$171,923.




As of
March 25, 2009, 23,156,280 shares of the registrant’s common stock were issued
and outstanding.




Documents Incorporated by
Reference:  None










alpha-En
Corporation




2008
FORM 10-K





TABLE
OF CONTENTS





PART
      IItem
      1.
                                  Business
                                  1Item
      1A.
                                  Risk
      Factors
                                  3Item
      1B.
                                  Unresolved
      Staff Comments
                                  7Item
      2.
                                  Properties
                                  7Item
      3.
                                  Legal
      Proceedings
                                  7Item
      4.
                                  Submission
      of Matters to a Vote of Security Holders
                                  7PART  IIItem
      5.
                                  Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
                                  8Item
      6.
                                  Selected
      Financial Data
                                  8Item
      7.
                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                  9Item
      7A.
                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                  12Item
      8.
                                  Financial
      Statements and Supplementary Data
                                  12Item
      9.
                                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                  12Item
      9A.
                                  Controls
      and Procedures
                                  12Item
      9B.
                                  Other
      Information
                                  13PART
      IIIItem
      10.
                                  Directors,
      Executive Officers and Corporate Governance
                                  14Item
      11.
                                  Executive
      Compensation
                                  15Item
      12.
                                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                  18Item
      13.
                                  Certain
      Relationships and Related Transactions, and Director
      Independence
                                  20Item
      14.
                                  Principal
      Accountant Fees and Services
                                  21PART
      IVItem
      15.
                                  Exhibits
      and Financial Statement Schedules
                                  22Signatures
                                  23Financial
      Statements
                                  F-1





PART
I




ITEM
1.  Business




This report contains forward-looking
statements regarding our business, financial condition, results of operations
and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates” and similar expressions or variations of such
words are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this report.
Additionally, statements concerning future matters such as revenue and expense
levels and other statements regarding matters that are not historical are
forward-looking statements.


Although
forward-looking statements in this report reflect the good faith judgment of our
management, such statements can only be based on facts and factors currently
known by us. Consequently, forward-looking statements are inherently subject to
risks and uncertainties and actual results and outcomes may differ materially
from the results and outcomes discussed in or anticipated by the forward-looking
statements. Factors that could cause or contribute to such differences in
results and outcomes include without limitation those discussed under the
heading “Risk Factors” below, as well as those discussed elsewhere in this
report. Readers are urged not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. We undertake no
obligation to revise or update any forward-looking statements in order to
reflect any event or circumstance that may arise after the date of this report.
Readers are urged to carefully review and consider the various disclosures made
in this report, which attempt to advise interested parties of the risks factors
that may affect our business, financial condition, results of operations and
prospects.


Initial
Business Development




alpha-En
Corporation (formerly Avenue Entertainment Group, Inc.) (“we,” “our,” “us” and
similar phrases refer to alpha-En Corporation) is a Delaware corporation. We
were originally called Wombat Productions when our company was founded in 1969
by Gene Feldman and his wife, Suzette St. John Feldman. Until our September 1996
business combination described below, our primary focus had been the production
of one-hour profiles of Hollywood stars.





In
September 1996, pursuant to a Share Exchange Agreement among Cary Brokaw, Avenue
Pictures, Inc. and The CineMasters Group, Inc., CineMasters acquired all of the
outstanding capital stock of Avenue Pictures from Mr. Brokaw, who was then the
sole stockholder of Avenue Pictures, in exchange for 1,425,000 shares of
CineMasters common stock.





Following
that business combination, the board of directors and stockholders of
CineMasters approved a transaction pursuant to which (i) all of the assets of
the Wombat Productions division of CineMasters were transferred, subject to all
related liabilities and obligations, to its newly-formed, wholly-owned Delaware
subsidiary Wombat Productions, Inc., (ii) CineMasters was merged with and into
our company (its newly-formed, wholly-owned Delaware subsidiary), with our
company being the surviving corporation in the merger, and (iii) each
stockholder of CineMasters received an equal number of shares of common stock of
our company in exchange for each share of capital stock of CineMasters held by
such stockholder immediately prior to the effective time of the transaction. As
a result of the transaction, Avenue Pictures became a wholly-owned subsidiary of
ours. At the time of the business combination transaction, we changed our name
to Avenue Entertainment Group, Inc.





From
September 1996 to September 2005, we were an independent entertainment company
that produced feature films, television films, series for televisions,
made-for-television/cable movies and one-hour-profiles of Hollywood stars, both
domestically and internationally.





Discontinuance
of Active Business Operations





Our
company cut back daily operations in late 2005 and essentially ceased daily
operations in May 2006.  In September 2005, we sold certain assets to
Cary Brokaw Productions, and subsequently ceased the business of producing
feature films, television films and made-for-television/cable
movies.  This sale was approved by our board of directors and
stockholders owning more than 50% of our outstanding shares at the time of the
sale.  Cary Brokaw also resigned from our board and as our Chief
Executive Officer, President and Chief Financial Officer.  Gene
Feldman assumed certain duties previously held by Mr. Brokaw, including becoming
our Chairman of the Board.  In May 2006, Gene Feldman was diagnosed
with lymphoma and resigned from this position.  On August 25, 2006,
Gene Feldman passed away.


1


Current
Operations




On
September 1, 2006, Gene Feldman’s nephew, Michael D. Feldman, stepped in to
become our Chief Executive Officer and Chairman of the Board, and Jerome I.
Feldman, Gene Feldman’s brother and  Michael D. Feldman’s father,
became our Chief Financial Officer, Treasurer and Vice Chairman of the
Board.  From the date of Gene Feldman’s resignation through the date
we entered into a Technology License Agreement (as described below), we have
been substantially inactive.  All monies disbursed by us from 2006
through January 2009 were used to pay the previously-incurred accounting fees
and for the payment of directors and officers’ insurance
premiums.  During that period, we have had no employees and our board
of directors has not met.




Effective May 2006, we sold our
remaining assets to the estate of Gene Feldman, pursuant to an agreement between
Gene Feldman and us in early 2006; however, the actual closing of the
transaction did not occur until January 2007.  This sale was approved
by our board of directors and stockholders owning more than 50% of our
outstanding shares at the time of the sale.





On April
30, 2008, our board of directors and stockholders owning a majority of our
outstanding shares of common stock voted to approve an amendment to our
certificate of incorporation to (a) change our corporate name to alpha-En
Corporation, and (b) increase the aggregate number of our authorized shares of
common stock from 15,000,000 shares to 35,000,000 shares.  On June 9,
2008, we filed the certificate of amendment to our certificate of incorporation,
effecting these changes.  Pursuant to the corporate name change,
effective July 22, 2008, our company’s trading symbol was changed from “PIXG” to
“ALPE.”





Metallic
Lithium Technology License





On
February 25, 2009, we entered into a Technology License Agreement with the
Amendola Family Trust, a trust created by Steven Amendola.  Pursuant
to the License Agreement, we acquired an exclusive, worldwide, perpetual license
to use certain proprietary technology for manufacturing metallic lithium for use
in batteries and other fields.  We believe this technology allows for
the manufacture of metallic lithium more efficiently and more inexpensively than
current methods.  Lithium batteries are used in cell phones, digital
cameras, i-pods and many other high technology devices and
applications.





More
broadly, the License Agreement grants to us the rights to use, further license,
sublicense and subcontract the technology to third parties for the purification,
manufacture, purchase of components, quality inspection, assembly, testing,
installation, commissioning and operation of the manufacturing process and sale
of metallic lithium in or for batteries and related devices and other
fields.  A patent application relating to the licensed technology is
pending.





In
consideration for the license grant, we issued 1,000,000 shares of our common
stock to the Amendola Family Trust, and have agreed to pay the licensor a
royalty of (i) $1.00 per kilogram of lithium product manufactured and sold, and
(ii) in the event sodium is produced out of the manufacture of lithium, $0.10
per kilogram of sodium manufactured and sold.  The royalty is payable
by us quarterly and subject to audit rights by the licensor.





Additionally,
we have agreed to issue to the Amendola Family Trust a further 2,000,000 shares
of our common stock, but which shares are restricted and subject to forfeiture
if there has not been at least $1,000,000 in total commercial sales of licensed
products by February 25, 2012 (three years after the date of the License
Agreement).





We have
also agreed to issue to the Amendola Family Trust, an option, exercisable only
in the event commercial sales reach $1,000,000 as noted above and for five years
after the date of the License Agreement, to purchase up to such number of shares
of our common stock (“option shares”) such that the option shares, when added to
the number of shares of common owned by the Amendola Family Trust or any of its
affiliates prior to exercise of the option, will be equal to 19% of the total
number of outstanding shares of our common stock after the exercise of the
option, at an exercise price that is the same price as then current sales by us
of our shares during the term of the License Agreement.


2


Steven
Amendola, the executor of the Amendola Family Trust, has 25 years of scientific
experience focused on metalergy, chemistry and alternate energy.  He
holds more than 20 issued patents in these fields with others currently
pending.  Mr. Amendola developed the basic technology used by
Millenium Cell, Inc. (a hydrogen development company) and is currently founder
and Chief Executive Officer of RSI Silicon Products LLC (a silicon cell
manufacturer for solar energy).





We expect
our future operations will be centered around metallic lithium battery
technology (an estimated market in excess of $1.0 billion according to
independent industry sources).  No assurance can be given, however,
that we will be successful in these efforts.





It is our
intention to develop pilot manufacturing of metallic lithium and from such
production, manufacture sufficient material to insure the quality, test the
marketing and commence initial pilot sales.  We would lease
manufacturing space at the facilities of RSI Silicon Products LLC in Easton,
Pennsylvania.  It would be necessary to raise sufficient funds to
commence such pilot manufacturing over the next six months and it would be the
responsibility of management to initiate such financing.  We would
hire technical and operational support personnel as necessary to reach
appropriate staffing levels at such time.





Metallic
lithium is distinguishable from other existing forms of battery technology in
that it has a higher energy density than zinc or nickel compounds used in
conventional batteries.  The market for metallic lithium is now in
excess of $1.0 billion according to independent industry sources and, we
believe, steadily increasing.  There are a number of much larger and
more established firms in the business of manufacturing metallic
lithium.  It is our belief that utilizing our new patent pending
process we would have a significant advantage in manufacturing costs over the
existing companies in the field, although no assurance can be
given.  This process has only been proven in the laboratory and will
have its initial pilot production later in 2009.





ITEM
1A.  Risk Factors




An investment in our company is
highly speculative in nature and involves an extremely high degree of
risk.You should carefully consider the
following material risks, together with the other information contained in this
report, before you decide to buy our common stock. If any of the following risks
actually occur, our business, results of operations and financial condition
would likely suffer. In these circumstances, the market price of our common
stock could decline, and you may lose all or part of your
investment.





We
have no relevant operating history; we have accumulated and working capital
deficits; we are only in an initial commercialization stage with technology that
is unproven on a large-scale commercial basis; and there is going concern
disclosure in our independent auditors' report.




Our
company cut back daily operations in late 2005 and essentially ceased daily
operations in May 2006.  Through January 2009, we have been
substantially inactive.  In February 2009, we entered into a
Technology License Agreement and expect our future operations will be centered
around this licensed metallic lithium battery
technology.  Accordingly, we have no relevant operating history upon
which an evaluation of our performance and prospects can be made.  We
are subject to all of the business risks associated with a new enterprise,
including, but not limited to, risks of unforeseen capital requirements, failure
of market acceptance, failure to establish business relationships and
competitive disadvantages as against larger and more established
companies.  The report of our independent auditors with respect to our
financial statements included in this report includes a "going concern"
qualification, indicating that our significant operating losses and deficits in
working capital and stockholders' equity raise substantial doubt about our
ability to continue as a going concern.




We have
generated no revenues over the past three years, and will not generate any
meaningful revenues until after we successfully commercialize our technology to
manufacture metallic lithium, of which no assurance can be given. As of December
31, 2008, we had a working capital deficit of $130,484 and an accumulated
deficit of $7,647,414.  Since December 31, 2008, we have continued to
incur significant losses and anticipate that we may continue to incur
significant losses in 2009 and beyond.  There can be no assurance as
to whether or when we will generate meaningful revenues or achieve profitable
operations.




3


The
metallic lithium battery technology that we have licensed has never been
utilized on a large-scale basis, and there can be no assurance that this
technology will perform successfully on a large-scale commercial basis or that
it will be profitable for us.  All of the tests conducted to date by
us with respect to our new process and technology have been proven in the
laboratory only, and there can be no assurance that the same or similar results
could be obtained on a large-scale commercial basis.  Additionally,
our ability to operate our business successfully will depend on a variety of
factors, many of which are outside our control, including competition, cost and
availability of strategic components, changes in governmental initiatives and
requirements, changes in regulatory requirements, and the costs associated with
commencing pilot manufacturing at a third-party site.




There
remains uncertainty of any market acceptance of our technology to manufacture
metallic lithium.




Many
prospective users of metallic lithium have already committed substantial
resources to other existing forms of battery technology.  Our growth
and future financial performance will depend on our ability to demonstrate to
prospective users the technical and economic advantages of our technology to
manufacture metallic lithium over alternative technologies.  There can
be no assurance that we will be successful in this
effort.  Furthermore, it is possible that competing technologies may
be perceived to have, or may actually have, certain advantages over our
technology or metallic lithium in general for certain industries or
applications.




Our
technology is licensed and its patent is pending; therefore, protection of our
technology is unpredictable at this time.




We
license our technology from the Amendola Family Trust, which has filed a patent
application on the technology in its name.  We own no patents
ourselves.  Our success depends, in part, on our ability to maintain
trade secrecy protection, and operate without infringing on the proprietary
rights of third parties.  There can be no assurance that the Amendola
Family Trust’s pending patent application will be approved, that the Technology
License Agreement between us and the Amendola Family Trust will provide us with
competitive advantages or will not be challenged by third parties or that the
patents of others will not have an adverse effect on our ability to conduct our
business.  Furthermore, there can be no assurance that others will not
independently develop similar or superior technologies, or duplicate elements of
our technology.  It is possible that we may need to acquire licenses
to, or to contest the validity of, issued or pending patents of third parties
relating to metallic lithium.  There can be no assurance that any
license acquired under such patents would be made available to us on acceptable
terms, if at all, or that we would prevail in any such contest.  In
addition, we could incur substantial costs in defending ourselves in suits
brought against us or in bringing patent suits against other
parties.




In
addition to patent protection, we also rely on trade secrets, proprietary
know-how and technology which we seek to protect, in part, by confidentiality
agreements with our prospective working partners and collaborators, employees
and consultants.  There can be no assurance that these agreements will
not be breached, that we would have adequate remedies for any breach, or that
our trade secrets and proprietary know-how will not otherwise become known or be
independently discovered by others.




We
have a royalty payment obligation based on sales, regardless of whether we are
profitable.




Pursuant
to the Technology License Agreement between us and the Amendola Family Trust, we
agreed to pay the licensor a royalty of (i) $1.00 per kilogram of lithium
product manufactured and sold, and (ii) in the event sodium is produced out of
the manufacture of lithium, $0.10 per kilogram of sodium manufactured and
sold.  Payment of such royalty to the Amendola Family Trust is based
on our sales revenue and is not related to or contingent upon our attaining
profitability or positive cash flow.  As a result, such payment will
adversely affect operating results and divert cash resources from use in our
business, and possibly at times when our liquidity and access to funding may be
limited.




4


We
have a need for additional financing in the foreseeable future.




During
the past three years, financing for all of our activities has been provided in
the form of direct equity investments and advances from our officers and
directors.  Our future capital requirements could vary significantly
and will depend on certain factors, many of which are not within our
control.  These include the ongoing development and testing of our
technology to manufacture metallic lithium, the nature and timing of prospective
commercial projects and permits required and the availability of
financing.  In the battery market, we may not be able to enter into
favorable business collaborations and might thus be required to seek project
contracts for our own account.  If such efforts were successful, we
would be required to make significant expenditures on personnel and capital
equipment which would require significant financing.  In addition, our
lack of operational experience and limited capital resources could make it
difficult, if not highly unlikely, to successfully secure major
projects.  In such event, our business development could be limited to
smaller commercial projects with significantly lower potential for
profit.




In
addition, the expansion of our business will require the commitment of
significant capital resources toward the hiring of technical and operational
support personnel and the development of a manufacturing and testing
facility.  In the event we are presented with one or more significant
projects, individually or in conjunction with collaborative working partners, we
may require additional capital to take advantage of such
opportunities.  There can be no assurance that such financing will be
available or, if available, that it will be on favorable terms.  If
adequate financing is not available, we may be required to delay, scale back or
eliminate certain of our research and development programs, to relinquish rights
to certain of our technologies, or to license third parties to commercialize
technologies that we would otherwise seek to develop ourselves.  To
the extent we raise additional capital by issuing equity securities,
stockholders will be diluted.




We
face competition and technical alternatives in the overall battery
market.




We
anticipate that our primary market will be for metallic lithium
batteries.  We have had limited experience in manufacturing and
marketing our technology and have not previously had any employees or personnel
whose primary responsibilities consisted of these functions.  Other
participants include several large domestic and international companies and
numerous small companies, many of whom have substantially greater financial and
other resources and more manufacturing, marketing and sales experience than we
do.  In addition, as metallic lithium technology evolves, there exists
the possibility that our technology may be rendered obsolete by one or more
competing technologies.  Any one or more of our competitors, or one or
more other enterprises not presently known to us, may develop technologies which
are superior to our technology.  To the extent that our competitors
are able to offer more cost-effective alternatives, our ability to compete could
be materially and adversely affected.




There
can be no assurance that we will enter into collaborative agreements or projects
utilizing our technology in the future.




We
propose to pursue opportunities in the battery market through collaborative
joint working arrangements with companies that have a significant presence in
well-established industries or markets, and that can introduce our technology to
industry participants.  However, neither we nor any of our prospective
collaborative joint working partners have secured any project
contracts.  There can be no assurance that we will enter into any
definitive joint project arrangements with our prospective working partners or
others, or that any such definitive arrangements will be on terms and conditions
that will enable us to generate profits.  Furthermore, even if we are
successful in obtaining one or more project awards, such projects may be
curtailed or eliminated, or other problems may arise, which could materially
adversely affect our business, financial condition and results of
operations.




We
depend on senior management and other personnel to run our
business.




We are
dependent on the efforts of our senior management, particularly Jerome I.
Feldman, our Chairman and Chief Financial Officer, and Steven M. Payne, our
President.  We do not have employment agreements with them or have
key-man life insurance policies on the lives of such individuals to compensate
us for the loss of any of such individuals.  The loss of the services
of any one or more of such persons may have a material adverse effect on our
company.




5


Our
future success will depend in large part upon our ability to attract and retain
skilled scientific, management, operational and marketing
personnel.  Other than Messrs. Feldman and Payne, we do not currently
have any employees or personnel whose responsibilities are focused primarily in
these fields.  We face competition for hiring such personnel from
other companies.  There can be no assurance that we will be successful
in attracting and retaining such personnel.




We
will need to comply with government regulations, which can be costly and
time-consuming.




We and
our customers may be required to comply with a number of federal, state and
local laws and regulations in the areas of safety, health and environmental
controls, including without limitation, the Resource Conservation and Recovery
Act (RCRA), as amended, and the Occupational Safety and Health Act of 1970
(OSHA), which may require us, our prospective working partners or our customers
to obtain permits or approvals to manufacture and utilize metallic
lithium.  There is no assurance that such required permits and
approvals will be obtained or maintained.  Furthermore, particularly
in the battery market, we may be required to conduct performance and operating
studies to assure government agencies that our technology does not pose
environmental risks.  There is no assurance that such studies, if
successful, will not be more costly or time-consuming than
anticipated.  Further, if new environmental legislation or regulations
are enacted or existing legislation or regulations are amended, or are
interpreted or enforced differently, we, our prospective working partners and/or
our customers may be required to meet stricter standards of operation and/or
obtain additional operating permits or approvals.  There can be no
assurance that we will meet all of the applicable regulatory
requirements.  Failure to obtain such permits, or otherwise to comply
with such regulatory requirements, could have a material adverse effect on our
business, financial condition and results of operations.




We
are controlled by a small number of “insider” stockholders.




Our
directors and executive officers currently beneficially own approximately 57.9%
of our outstanding common stock.  Michael D. Feldman, our former Chief
Executive Officer and the son of Jerome I. Feldman, our Chairman and Chief
Financial Officer, currently beneficially owns approximately 16.3% of our
outstanding common stock.  Accordingly, through their collective
ownership of approximately 74.2% of our outstanding common stock, if they act
together, they will be able to control the voting of our shares at all meetings
of stockholders and, because the common stock does not have cumulative voting
rights, will be able to determine the outcome of the election of all of our
directors and determine corporate and stockholder action on other
matters.




We
have no plans to pay dividends.




We have
never paid any dividends on our common stock, and have no plans to pay dividends
on our common stock in the foreseeable future.




It
is likely that our common stock price will be volatile.




The stock
market has from time to time experienced significant price and volume
fluctuations that may be unrelated to the operating performances of specific
companies.  Announcements of new technologies and changing policies
and regulations of the federal government and state governments and other
external factors, as well as potential fluctuations in our financial results,
may have a significant impact on the price of our stock.




6


Our
charter contains some anti-takeover provisions that may inhibit a
takeover.




The
provisions in our certificate of incorporation relating to a classified board of
directors and delegation to the board of directors of rights to determine the
terms of preferred stock may have the effect not only of discouraging attempts
by others to buy us, but also of making it more difficult or impossible for
existing stockholders to make management changes.  A classified board,
which is made up of directors elected for staggered terms, while promoting
stability in board membership and management, also moderates the pace of any
change in control of our board of directors by extending the time required to
elect a majority, effectively requiring action in at least two annual
meetings.  The ability of our board of directors to determine the
terms of preferred stock, while providing flexibility in connection with
possible business purchases and other corporate purposes, could make it more
difficult for a third party to secure a majority of our outstanding common
stock.  Additionally, we are subject to the anti-takeover provisions
of Section 203 of the Delaware General Corporation Law, which prohibits us from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner.  Section 203 could have the effect of delaying or
preventing a change of control.




ITEM
1B.  Unresolved Staff Comments




None




ITEM
2.  Properties




We
maintain an executive office in Tarrytown, New York, in the offices
of Jerome I. Feldman, our Chairman and Chief Financial
Officer.  We are not currently required to make any payments
to Mr. Feldman for our office.




ITEM
3.  Legal Proceedings




We are
not currently a party to any pending or threatened litigation.





ITEM
4.  Submission of Matters to a Vote of Security Holders




No
matters were submitted to a vote of security holders during the fourth quarter
of 2008.




7


PART
II




ITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities





Market
Information




Our
common stock was quoted on the OTC Bulletin Board from April 25, 2001 to April
22, 2007, and then on the Pink Sheets, under the symbol
“PIXG.”  Following our name change on June 9, 2008, our trading symbol
was changed to “ALPE” effective July 22, 2008.  The following table
sets forth the high and low closing prices for our common stock on the OTC
Bulletin Board and then the Pink Sheets for the years ended December 31, 2008
and 2007.




Year ended December31,Quarter
            
            2008
            
            
            2007High
            
            
            Low
            
            
            High
            
            
            LowFirst
            
            $
            .06
            
            
            $
            .035
            
            
            $
            .24
            
            
            
            .035Second
            
            
            .05
            
            
            
            .04
            
            
            
            .09
            
            
            
            .045Third
            
            
            .07
            
            
            
            .04
            
            
            
            .08
            
            
            
            .05Fourth
            
            
            .10
            
            
            
            .04
            
            
            
            .06
            
            
            
            .03




For the
period from January 1, 2009 to March 20, 2009, the high and low closing prices
for our common stock were $.25 and $.09, respectively.





Holders





The
number of record holders of our common stock as of December 31, 2008, was
approximately 153. This number does not include an indeterminate number of
stockholders whose shares are held by brokers in street name.





Dividends





We have
not to date and do not expect to pay a dividend on our common stock in the
foreseeable future.  The payment of dividends on our common stock is within
the discretion of our board of directors, subject to our certificate of
incorporation.  We intend to retain any earnings for use in our
operations and any expansion of our business.  Payment of dividends in
the future will depend on our future earnings, future capital needs and our
operating and financial condition, among other factors.




Recent
Sales of Unregistered Securities





There
were no sales of unregistered securities other than as reported in prior reports
on Forms 10-K, 10-Q or 8-K.





Purchases
of Equity Securities by the Registrant and Affiliated Purchasers





We did
not repurchase any shares of our common stock during the fourth quarter of
2008.





ITEM
6.  Selected Financial Data





Not
applicable


8


ITEM
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations




The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and related notes included
in this report. This discussion includes forward-looking statements that involve
risks and uncertainties. As a result of many factors, our actual results may
differ materially from those anticipated in these forward-looking
statements.




Overview




Our
company cut back daily operations in late 2005 and essentially ceased daily
operations in May 2006.  In September 2005, we sold certain assets to
Cary Brokaw Productions, and subsequently ceased the business of producing
feature films, television films and made-for-television/cable
movies.  Cary Brokaw also resigned from our board and as our Chief
Executive Officer, President and Chief Financial Officer.  Gene
Feldman assumed certain duties previously held by Mr. Brokaw, including becoming
our Chairman of the Board.





In May
2006, Gene Feldman was diagnosed with lymphoma and resigned from his position
with us.  On August 25, 2006, Gene Feldman passed away. On September
1, 2006, Mr. Feldman’s nephew, Michael D. Feldman, stepped in to become our
Chief Executive Officer and Chairman of the Board, and Jerome I. Feldman, Gene
Feldman’s brother and  Michael D. Feldman’s father, became our Chief
Financial Officer, Treasurer and Vice Chairman of the Board.  From the
date of  Gene Feldman’s resignation through the date we entered into a
Technology License Agreement (as described below), we have been substantially
inactive.  All monies disbursed by us from 2006 through January 2009
were used to pay the previously-incurred accounting fees and for the payment of
directors and officers’ insurance premiums.  During that period, we
have had no employees and our board of directors has not met.




Effective May 2006, we sold our
remaining assets to the estate of Gene Feldman, pursuant to an agreement between
Gene Feldman and us in early 2006; however, the actual closing of the
transaction did not occur until January 2007.




Metallic
Lithium Technology License





On
February 25, 2009, we entered into a Technology License Agreement with the
Amendola Family Trust, a trust created by Steven Amendola.  Pursuant
to the License Agreement, we acquired an exclusive, worldwide, perpetual license
to use certain proprietary technology for manufacturing metallic lithium for use
in batteries and other fields.  We believe this technology allows for
the manufacture of metallic lithium more efficiently and more inexpensively than
current methods.  Lithium batteries are used in cell phones, digital
cameras, i-pods and many other high technology devices and
applications.





More
broadly, the License Agreement grants to us the rights to use, further license,
sublicense and subcontract the technology to third parties for the purification,
manufacture, purchase of components, quality inspection, assembly, testing,
installation, commissioning and operation of the manufacturing process and sale
of metallic lithium in or for batteries and related devices and other
fields.  A patent application relating to the licensed technology is
pending.





In
consideration for the license grant, we issued 1,000,000 shares of our common
stock to the Amendola Family Trust, and have agreed to pay the licensor a
royalty of (i) $1.00 per kilogram of lithium product manufactured and sold, and
(ii) in the event sodium is produced out of the manufacture of lithium, $0.10
per kilogram of sodium manufactured and sold.  The royalty is payable
by us quarterly and subject to audit rights by the licensor.





Additionally,
we have agreed to issue to the Amendola Family Trust a further 2,000,000 shares
of our common stock, but which shares are restricted and subject to forfeiture
if there has not been at least $1,000,000 in total commercial sales of licensed
products by February 25, 2012 (three years after the date of the License
Agreement).





We have
also agreed to issue to the Amendola Family Trust, an option, exercisable only
in the event commercial sales reach $1,000,000 as noted above and for five years
after the date of the License Agreement, to purchase up to such number of shares
of our common stock (“option shares”) such that the option shares, when added to
the number of shares of common owned by the Amendola Family Trust or any of its
affiliates prior to exercise of the option, will be equal to 19% of the total
number of outstanding shares of our common stock after the exercise of the
option, at an exercise price that is the same price as then current sales by us
of our shares during the term of the License Agreement.


9


We expect
our future operations will be centered around metallic lithium battery
technology (an estimated market in excess of $1.0 billion according to
independent industry sources).  No assurance can be given, however,
that we will be successful in these efforts.





It is our
intention to develop pilot manufacturing of metallic lithium and from such
production, manufacture sufficient material to insure the quality, test the
marketing and commence initial pilot sales.  We would lease
manufacturing space at the facilities of RSI Silicon Products LLC in Easton,
Pennsylvania.  It would be necessary to raise sufficient funds to
commence such pilot manufacturing over the next six months and it would be the
responsibility of management to initiate such financing.  We would
hire technical and operational support personnel as necessary to reach
appropriate staffing levels at such time.





Metallic
lithium is distinguishable from other existing forms of battery technology in
that it has a higher energy density than zinc or nickel compounds used in
conventional batteries.  The market for metallic lithium is now in
excess of $1.0 billion according to independent industry sources and, we
believe, steadily increasing.  There are a number of much larger and
more established firms in the business of manufacturing metallic
lithium.  It is our belief that utilizing our new patent pending
process we would have a significant advantage in manufacturing costs over the
existing companies in the field, although no assurance can be
given.  This process has only been proven in the laboratory and will
have its initial pilot production later in 2009.





Results
of Operations





Year
ended December 31, 2008 Compared to Year Ended December 31, 2007




As
described in this report, we had no active operations in either 2008 or
2007.





Liquidity and Capital Resources




As of
December 31, 2008, we had negative working capital of $130,484, compared to
working capital of $119,769 at December 31, 2007.





We do not
have sufficient funds to continue our operating activities. Future operating
activities are expected to be funded by loans from officers, directors and major
shareholders.





Off-Balance
Sheet Arrangements




As of the
date of this report, we have not entered into any transactions with
unconsolidated entities in which we have financial guarantees, subordinated
retained interests, derivative instruments or other contingent arrangements that
expose us to material continuing risks, contingent liabilities or any other
obligations under a variable interest in an unconsolidated entity that provides
us with financing, liquidity, market risk or credit risk support.




Impact
of Inflation




We
believe that inflation has not had a material impact on our results of
operations for the years ended December 31, 2008 and 2007.  We cannot
assure you that future inflation will not have an adverse impact on our
operating results and financial condition.




Application
of Critical Accounting Policies and Estimates




The
significant accounting policies that we believe are the most critical to aid in
fully understanding and evaluating our reported financial results are as
follows:




10


Consolidated Financial
Statements.Our consolidated financial statements include the
accounts our company and our wholly-owned subsidiaries. All material
intercompany accounts and transactions have been eliminated.




Fair Value of Financial
Instruments.Our carrying values of cash, loan payable and due
to related party approximate their fair values because of the short-term
maturity of these instruments.




Revenue
Recognition.Participation rights related to both sales of
assets are recognized as earned and reported by the purchasers of both
assets.




Use of
Estimates.The preparation of financial statements in
conformity with generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.  Significant estimates had included those had related to
valuation of accounts receivable, film costs and accrued expenses.




Income (Loss) per Common
Share.Basic net income (loss) per share was computed by
dividing the net income (loss) for the period by the basic weighted average
number of shares outstanding during the period. Diluted net income (loss) per
share was computed by dividing the net income (loss) for the period by the
weighted average number and any potentially dilutive securities outstanding
during the period.




Share-Based
Compensation.We recognize compensation expense for all
share-based payment awards made to employees, directors and others based on the
estimated fair values on the date of the grant. Options are valued using the
Black-Scholes Option-Pricing Model using the market price of our common stock on
the date of valuation, an expected dividend yield of zero, the remaining period
or maturity date of the warrants and the expected volatility of our common
stock. On January 1, 2006, we adopted Statement of Financial Accounting
Standards No. 123 (revised), “Share-Based Compensation-Revised,” without a
material effect.




Deferred Income
Taxes.Deferred income taxes are provided for temporary
differences between financial statement and income tax reporting under the
liability method, using expected tax rates and laws that are expected to be in
effect when the differences are expected to reverse.  A valuation
allowance is provided when it is more likely than not, that the deferred tax
asses will not be realized.




Recently-Issued
Accounting Pronouncements




In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS
141R), which replaces SFAS No. 141, “Business Combinations.” SFAS 141R
establishes principles and requirements for determining how an enterprise
recognizes and measures the fair value of certain assets and liabilities
acquired in a business combination, including noncontrolling interests,
contingent consideration, and certain acquired contingencies. SFAS 141R also
requires acquisition-related transaction expenses and restructuring costs be
expensed as incurred rather than capitalized as a component of the business
combination. SFAS 141R will be applicable prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. SFAS 141R would have
an impact on accounting for any businesses acquired after the effective date of
this pronouncement.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – An Amendment of ARB No. 51” (SFAS 160). SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary (previously referred to as minority interests). SFAS
160 also requires that a retained noncontrolling interest upon the
deconsolidation of a subsidiary be initially measured at its fair value. Upon
adoption of SFAS 160, we would be required to report any noncontrolling
interests as a separate component of stockholders’ equity. We would also be
required to present any net income allocable to noncontrolling interests and net
income attributable to stockholders of ours separately in our consolidated
statements of income. SFAS 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008. SFAS
160 requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. All other requirements of SFAS 160
shall be applied prospectively. SFAS 160 would have an impact on the
presentation and disclosure of the noncontrolling interests of any non
wholly-owned businesses acquired in the future.




11


ITEM
7A.  Quantitative and Qualitative Disclosures About Market
Risk




Not
applicable




ITEM
8.  Financial Statements and Supplementary Data




Our
audited financial statements for the years ended December 31, 2008 and 2007 are
included as a separate section of this report beginning on page
F-1.




ITEM
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure




Not
applicable





ITEM
9A.  Controls and Procedures





Our
management, including our President and Chief Financial Officer, has evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this report. Based upon that evaluation, our
President and Chief Financial Officer have concluded that the disclosure
controls and procedures as of December 31, 2008 were not effective, due to the
material weaknesses discussed below, to ensure that information required to be
disclosed in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms and that such information
is accumulated and communicated to our management, including our President and
Chief Financial Officer, to allow timely decisions regarding
disclosure.





Management’s
Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining an adequate system of
internal control over financial reporting. Our internal control over financial
reporting includes those policies and procedures that:





·
              pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;





·
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of our financial statements in accordance with generally
      accepted accounting principles in the United States, and that our receipts
      and expenditures are being made only in accordance with authorizations of
      our management and directors;
and





·
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.





Our
management assessed the effectiveness of our system of internal control over
financial reporting as of December 31, 2008. In making this assessment, our
management used the framework in Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission COSO).
Based on our assessment and the criteria set forth by COSO, our management
believes that we did not maintain effective internal control over financial
reporting as of December 31, 2008 due to the material weaknesses discussed
below.


12


The
aforementioned evaluation identified material weaknesses that relate to the fact
that that our overall financial reporting structure, internal accounting
information systems and current staffing levels are not sufficient to support
our financial reporting requirements.  To address the weaknesses, we
performed additional analyses and other post-closing procedures to ensure that
our consolidated financial statements are prepared in accordance with generally
accepted accounting principles. Accordingly, our management believes that the
financial statements included in this report fairly present in all material
respects our financial condition, results of operations and cash flows for the
periods presented.





As noted
above, the issues that resulted from these weaknesses were properly addressed
before the completion of our consolidated financial statements. In addition, our
management is working to identify and implement corrective actions where
required to improve our internal controls, including the enhancement of our
systems and procedures to assure that the weaknesses noted above are
corrected.  We are working to remedy our deficiency.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Our management’s report was not subject to attestation by
our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only our
management’s report in this annual report.





ITEM
9B.  Other Information




None.


13


PART
III





ITEM
10.  Directors, Executive Officers and Corporate
Governance




The
following table shows the positions held by our board of directors and executive
officers, and their ages, as of March 25, 2009:




Name
                
                Age
                
                PositionJerome
      I. Feldman
                
                80
                
                Chairman
      of the Board, Chief Financial Officer and TreasurerSteven
      M. Payne
                
                54
                
                President
      and DirectorGeorge
      McKeegan
                
                60
                
                Vice
      President, Secretary, Treasurer and DirectorOgden
      Reid
                
                83
                
                Director





The
principal occupations for the past five years (and, in some instances, for prior
years) of each of our directors and executive officers are as
follows:




Jerome I. Feldman became our
Chairman of the Board on December 8, 2008 (he previously was the Vice Chairman)
and has been a member of our board of directors and our Chief Financial Officer
and Treasurer since September 2006. Mr. Feldman founded GP Strategies
Corporation in 1959 and served as Chief Executive Officer from 1959 until April
2005, Chairman of the Board from 1999 until April 2005 and President from 1959
until 2001. He has been Chairman of the Board of Five Star from 1994 until June
2007, a director of GSE since 1994, Chairman of the Board of GSE since 1997 and
Chairman of the Board and Chief Executive Officer of NPDC from 2004 until June
2007. He was a director of Valera from January 2005 until April 2007.  Mr.
Feldman is also Chairman of the New England Colleges Fund and a Trustee of
Northern Westchester Hospital Foundation. He has a B.A. degree from Indiana
University and an LL.B degree from New York University. Mr. Feldman is a Class
III Director.




Steven M. Payne has been our
President and a member of our board of directors since May 2006. Since 1976, Mr.
Payne has served as President and CEO of Quatro Foods Inc., a food service
enterprise. He is a director and past Board President of Carbondale Main Street,
Inc., a local downtown redevelopment corporation, and a director of the Southern
Illinois Entrepreneurship and Business Development Center at Southern Illinois
University in Carbondale, Illinois. Mr. Payne is also President of 13 West LLC,
a developer and operator of Mini Storage facilities. He attended Southern
Illinois University.  Mr. Payne is a Class I Director.




George McKeegan has been our
Vice President, Secretary and a member of our board of directors since May 2006.
Since 1986, Mr. McKeegan has led McKeegan & Shearer, P.C., a law firm
engaged in the general practice of civil law, and specializing in litigation and
corporate counseling.  Prior to that, he served as Vice President at
Citibank, N.A. and as an Assistant District Attorney with the New York County
District Attorney’s Office. He received a B.A. degree from Fordham College and a
J.D. degree from the University of Michigan, Ann Arbor.  Mr. McKeegan
is a Class III Director.




Ogden Reid became a member of
our board of directors on December 8, 2008.  He previously served as a
director and Chairman of the Audit Committee of GP Strategies Corporation, a New
York Stock Exchange-listed company, from 2002 to 2006. His professional life
included service as a six-term Congressman from Westchester, New York, as
Ambassador to Israel and as Commissioner of the New York State Department of
Conservation. Mr. Reid is a graduate of Yale University.  Mr. Reid is
a Class II Director.




Effective
February 9, 2009, Michael D. Feldman, our previous Chairman and Chief Executive
Officer, resigned from our board of directors and as an executive officer to
pursue other business interests.





Our
directors are divided into three classes. At each annual meeting of
stockholders, directors are elected to succeed those directors whose terms
expire and are elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election. Under our bylaws, the
number of directors constituting the entire board of directors shall be fixed,
from time to time, by the directors then in office, who may decrease or increase
the number of directors by majority action without soliciting stockholder
approval. We do not currently pay compensation to directors for service in that
capacity.




14


Committees
of the Board




We have
not established an audit committee, compensation committee or nominations and
governance committee, and we are not required to do so since our shares are not
listed on a national securities exchange.




Indebtedness
of Directors and Executive Officers




None of
our directors or executive officers or their respective associates or affiliates
is indebted to us.




Family
Relationships




There are
no family relationships among our current directors and executive
officers.




Legal
Proceedings




As of the
date of this report, there is no material proceeding to which any of our
directors, executive officers, affiliates or stockholders is a party adverse to
us.




Code
of Ethics





In
December 2007, we adopted a Code of Ethics and Business Conduct that applies to
all of our executive officers, directors and employees.  The Code of
Ethics and Business Conduct codifies the business and ethical principles that
govern all aspects of our business.  Our Code of Ethics and Business
Conduct is available without charge to any stockholder who makes a written
request for a copy.




Section
16(a) Beneficial Ownership Reporting Compliance




Rules
adopted by the SEC under Section 16(a) of the Exchange Act, require our
officers and directors, and persons who own more than 10% of the issued and
outstanding shares of our equity securities, to file reports of their ownership,
and changes in ownership, of such securities with the SEC on Forms 3, 4
or 5, as appropriate. Such persons are required by the regulations of the
SEC to furnish us with copies of all forms they file pursuant to
Section 16(a). W e believe
that all of the officers, directors, and owners of more than ten percent of the
outstanding shares of our common stock complied with Section 16(a) of the
Exchange Act for the year ended December 31, 2008.





ITEM
11.  Executive Compensation





Summary
Compensation Table




The
following table sets forth, for the most recent fiscal year and prior fiscal
year, all cash compensation paid, distributed or accrued, including salary and
bonus amounts, for services rendered to us by our Chief Executive Officer, Chief
Financial Officer and two other executive officers in such year who received or
are entitled to receive remuneration in excess of $100,000 during the stated
period and any individuals for whom disclosure would have been made in this
table but for the fact that the individual was not serving as an executive
officer as at December 31, 2008:




15





Name and Principal
                                                  Position
                                                
                                                Year
                                                
                                                Salary
                                                  ($)
                                                
                                                
                                                Bonus
                                                  ($)
                                                
                                                
                                                Stock
                                                  Awards
                                                  ($)
                                                
                                                
                                                Option
                                                  Awards
                                                  ($)
                                                
                                                
                                                Non-Equity
                                                  Incentive
                                                  Plan
                                                  Compen-
                                                  sation
                                                  (4)
                                                
                                                
                                                Nonqualified
                                                  Deferred
                                                  Compen-
                                                  sation
                                                  Earnings
                                                  ($)
                                                
                                                
                                                All Other
                                                  Compen-
                                                  sation ($)
                                                
                                                
                                                Total ($)(a)
                                                
                                                (b)
                                                
                                                (c)
                                                
                                                
                                                (d)
                                                
                                                
                                                (e)
                                                
                                                
                                                (f)
                                                
                                                
                                                (g)
                                                
                                                
                                                (h)
                                                
                                                
                                                (i)
                                                
                                                
                                                (j)Michael
      D. Feldman
                                                
                                                2008
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —Former
      Chief Executive Officer and Chairman
                                                
                                                2007
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —Jerome
      I. Feldman
                                                
                                                2008
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —Chief
      Financial Officer, Treasurer and Chairman
                                                
                                                2007
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —Steven
      M. Payne
                                                
                                                2008
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —President
                                                
                                                2007
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —Gene
      Feldman
                                                
                                                2008
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —Former
      Chief Executive Officer, President, Chief Financial Officer and Chairman
      (1)
                                                
                                                2007
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —





(1)
            Gene
      Feldman served as our Chief Executive Officer, President and Chief
      Financial Officer until May 2006 and as our Chairman of the Board until he
      passed away in August 2006.




Outstanding
Equity Awards at Fiscal Year-End





The
following table summarizes equity awards outstanding at December 31, 2008,
for each of the executive officers named in the Summary Compensation Table
above:


16





Option Awards
                            
                            
                            Stock AwardsName
                            
                            Number
                              of
                              Securities
                              Underlying
                              Unexercised
                              Options
                              (#)
                              Exercisable
                            
                            
                            Number of
                              Securities
                              Underlying
                              Unexercised
                              Options
                              (#)
                              Unexercisable
                            
                            
                            Equity
                              Incentive Plan
                              Awards:
                              Number of
                              Securities
                              Underlying
                              Unexercised
                              Unearned
                              Options
                              (#)
                            
                            
                            Option
                              Exercise
                              Price
                              ($)
                            
                            
                            Option
                              Expiration
                              Date
                            
                            
                            Number of
                              Shares or
                              Units of
                              Stock That
                              Have Not
                              Vested
                              (#)
                            
                            
                            Market
                              Value of
                              Shares or
                              Units of
                              Stock That
                              Have Not
                              Vested
                              ($)
                            
                            
                            Equity
                              Incentive
                              Plan
                              Awards:
                              Number of
                              Unearned
                              Shares, Units
                              or Other
                              Rights That
                              Have Not
                              Vested
                              (#)
                            
                            
                            Equity
                              Incentive
                              Plan Awards:
                              Market or
                              Payout Value
                              of Unearned
                              Shares, Units
                              or Other
                              Rights That
                              Have Not
                              Vested
                              ($)(a)
                            
                            (b)
                            
                            
                            (c)
                            
                            
                            (d)
                            
                            
                            (e)
                            
                            
                            (f)
                            
                            
                            (g)
                            
                            
                            (h)
                            
                            
                            (i)
                            
                            
                            (j)Michael
      D. Feldman
                              Former
      Chief Executive Officer and Chairman
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —Jerome
      I. Feldman
                              Chief
      Financial Officer, Treasurer and Chairman
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —Steven
      M. Payne
                              President
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —Gene
      Feldman
                              Former
      Chief Executive Officer, President, Chief Financial Officer and Chairman
      (1)
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —








(1)
            Gene
      Feldman served as our Chief Executive Officer, President and Chief
      Financial Officer until May 2006 and as our Chairman of the Board until he
      passed away in August 2006.




Employment
Agreements





As of
December 31, 2008, and through the date of this report, we have no employment
agreements in place with any person.


17


Director
Compensation





Directors
currently receive no compensation for serving on our board of directors, other
than reimbursement of all reasonable expenses for attendance at board
meetings.




Director
Compensation




Name
                      
                      Fees
                        Earned or
                        Paid in
                        Cash ($)
                      
                      
                      Stock
                        Awards
                        ($)
                      
                      
                      Option
                        Awards
                        ($)
                      
                      
                      Non-Equity
                        Incentive
                        Plan
                        Compen-
                        sation
                        ($)
                      
                      
                      Nonqualified
                        Deferred
                        Compen-
                        sation
                        Earnings
                        ($)
                      
                      
                      All Other
                        Compen-
                        sation ($)
                      
                      
                      Total ($)(a)
                      
                      (b)
                      
                      
                      (e)
                      
                      
                      (f)
                      
                      
                      (g)
                      
                      
                      (h)
                      
                      
                      (i)
                      
                      
                      (j)Michael
      D. Feldman
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Jerome
      I. Feldman
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Steven
      M. Payne
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —George
      McKeegan
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —








ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters





The table
below sets forth the beneficial ownership of our common stock, as of March 20,
2009, by:





·
                all
      of our directors and executive officers,
  individually,





·
                all
      of our directors and executive officers, as a
    group, and





·
                all
      persons who beneficially owned more than 5% of our outstanding common
      stock.




The beneficial ownership of each person
was calculated based on 23,156,280 shares of our common stock outstanding as of
March 25, 2009, according to the record ownership listings as of that date and
the verifications we solicited and received from each director and executive
officer. The SEC has defined “beneficial ownership” to mean more than ownership
in the usual sense. For example, a person has beneficial ownership of a share
not only if he owns it in the usual sense, but also if he has the power to vote,
sell or otherwise dispose of the share. Beneficial ownership also includes the
number of shares that a person has the right to acquire within 60 days
of March 25, 2009, pursuant to the exercise of options or warrants or the
conversion of notes, debentures or other indebtedness, but excludes stock
appreciation rights. Two or more persons might count as beneficial owners of the
same share. Unless otherwise noted, the address of the following persons
listed below is c/o alpha-En Corporation, 120 White Plains Road, Tarrytown,
New York 10591.





Unless
otherwise indicated, we believe that all persons named in the table below have
sole voting and investment power with respect to all shares of common stock
beneficially owned by them.




18




Name
              
              Position
              
              Shares of
                  Common Stock
                  Beneficially
                  Owned
              
              
              Percent of
                  Common Stock
                  Beneficially
                  Owned5%
      Stockholder:Michael
      D. Feldman
              
              Former
      Chairman and Chief Executive Officer
              
              
              3,765,000
              
              
              
              16.3
              %Directors
      and Executive Officers:Steven
      M. Payne
              
              President
      and Director
              
              
              4,667,900
              
              
              
              20.2
              %Jerome
      I. Feldman
              
              Chairman
      of the Board, Chief Financial Officer and Treasurer
              
              
              8,250,000
              
              
              
              35.6
              %George
      McKeegan
              
              Vice
      President, Secretary and Director
              
              
              500,000
              
              
              
              2.2
              %Reid
      Ogden
              
              Director
              
              
              —
              
              
              
              *All
      directors and executive officers as a group (4 persons)
              
              
              
              
              13,417,900
              
              
              
              57.9
              %


*      Less
than 1% of outstanding shares.




Change
in Control




There are
no arrangements currently in effect which may result in our “change in control,”
as that term is defined by the provisions of Item 403(c) of Regulation
S-K.




Equity
Compensation Plan Information




Under our
Stock Option and Long Term Incentive Compensation Plan (the Plan), as amended,
there are 2,750,000 shares reserved for issuance under the Plan to key
employees, directors and consultants. Grants may be stock options, SAR’s,
restricted stock or stock bonuses. Only employees may receive incentive awards.
Exercise prices of incentive stock option grants shall not be less than the fair
market value of our common stock on the date of the grant.  Stock
options may be exercised  subject to continued employment and certain
other conditions.  We can determine all other terms of an award under
the Plan, including vesting and term, provided, however, that the terms of a
stock option grant under the Plan may not be for more than ten years from the
date of grant. As of March 25, 2009, all 2,750,000 stock options
are available for issuance under the Plan and, as of that date, there were
no outstanding grants under the Plan.




The
following table provides information as of December 31, 2008, with respect to
the shares of common stock that may have been issued under our existing equity
compensation plan.


19


Equity
Compensation Plan Information





Plan category
                              
                              Number of shares of
                                common stock to be issued
                                upon exercise of
                                outstanding options,
                                warrants and rights
                                (a)
                              
                              
                              Weighted-average exercise
                                price of outstanding
                                options, warrants and rights
                                (b)
                              
                              
                              Number of securities
                                remaining available for
                                future issuance under equity
                                compensation plans
                                (excluding securities
                                reflected in column (a))
                                (c)Equity
      compensation plans approved by security holders
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,750,000Equity compensation plans not
      approved by security holders
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —Total
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,750,000




ITEM
13.  Certain Relationships and Related Transactions, and Director
Independence





Related
Party Transactions




In
September 2007, we issued to Jerome I. Feldman, our Chairman, Chief Financial
Officer and Treasurer, and Steven Payne, our President and a
director,  945,728 shares and 315,242 shares of our common stock,
respectively, for an aggregate purchase price of $25,000.




As of
December 31, 2008, loan payable-officer was $32,264, payable on demand, at 5%
interest per annum.  For the years ended December 31, 2008 and 2007,
interest expense due to the officer was $6,266 and $1,075,
respectively.




Director
Independence





Ogden Reid is an “independent”
director, as that term is defined in Rule 10A-3(b)(1) under the Exchange
Act.  Our other three directors are not “independent” as they are also
executive officers of our company.


20


PART
IV





ITEM
14.  Principal Accountant Fees and Services




Raich
Ende Malter & Co. LLP served as our independent auditors for the years ended
December 31, 2008 and 2007.




Audit
Fees




Audit
fees are those fees billed for professional services rendered for the audit of
the annual financial statements and reviews of the financial statements included
in Forms 10-Q. For the years ended December 31, 2008 and 2007, $57,000 and
$40,000 in audit fees were billed by Raich Ende related to the audit and reviews
of our financial statements in 2008 and 2007, respectively.




Audit-related
Fees




Audit-related
fees are fees billed for professional services other than the audit of our
financial statements.  For the years ended December 31, 2008 and 2007,
$1,500 and $500 in audit-related fees were billed by Raich Ende,
respectively.




Tax
Fees




Tax fees
are those fees billed for professional services rendered for tax compliance,
including preparation of corporate federal and state income tax returns, tax
advice and tax planning.  For the years ended December 31, 2008 and
2007, $750 and $930 in tax fees were billed by Raich Ende,
respectively.




All
Other Fees




No other
fees were billed by our independent auditors in 2008 and 2007.




Audit
Committee




We have
not established an audit committee. Our board of directors approved the services
rendered and fees charged by our independent auditors. Our board of directors
has reviewed and discussed our audited financial statements for the year ended
December 31, 2008, with our management. In addition, our board of directors has
discussed with Raich Ende, our independent registered public accountants, the
matters required to be discussed by Statement of Auditing Standards No. 61
(Communications with Audit Committee). Our board of directors also has received
the written disclosures and the letter from as required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and our board of directors has discussed the independence of Raiche Ende with
that firm.




Based on
our board of directors’ review of the matters noted above and its discussions
with our independent auditors and our management, our board of directors
approved that the audited financial statements be included in our annual report
on Form 10-K for the year ended December 31, 2008.




Policy
for Pre-Approval of Audit and Non-Audit Services





Our board
of directors’ policy is to pre-approve all audit services and all non-audit
services that our independent auditor is permitted to perform for us under
applicable federal securities regulations. As permitted by the applicable
regulations, our board of directors’ policy utilizes a combination of specific
pre-approval on a case-by-case basis of individual engagements of the
independent auditor and general pre-approval of certain categories of
engagements up to predetermined dollar thresholds that are reviewed annually by
our board of directors. Specific pre-approval is mandatory for the annual
financial statement audit engagement, among others.





The
pre-approval policy was implemented effective as of 2001. All engagements of the
independent auditor to perform any audit services and non-audit services since
that date have been pre-approved by our board of directors in accordance with
the pre-approval policy. The policy has not been waived in any instance. All
engagements of the independent auditor to perform any audit services and
non-audit services prior to the date the pre-approval policy was implemented
were approved by our board of directors in accordance its normal
functions.


21


ITEM
15.  Exhibits and Financial Statement Schedules





(a)  Exhibits





Exhibit
      No.
            
            Description21.1
            
            Subsidiaries
      of alpha-En Corporation.31.1
            
            Certification
      of Chief Executive Officer required by Rule
13(a)-14(a).31.2
            
            Certification
      of Chief Financial Officer required by Rule
13(a)-14(a).32.1
            
            Certifications
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.


22


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




Dated:
 March 20, 2009




ALPHA-EN
      CORPORATIONBy:
                /s/ Steven M.
      PayneSteven
      M. PaynePresident(principal
      executive officer)By:
                /s/ Jerome I. FeldmanJerome
      I. FeldmanChairman,
      Chief Financial Officer and Treasurer(principal
      financial and accounting
officer)







Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:







Signature
                
                Title
                
                Date/s/ Steven M. Payne
                
                President
      and Director
                
                March
      20, 2009Steven
      M. Payne
                
                (principal
      executive officer)/s/ Jerome I. Feldman
                
                Chairman,
      Chief Financial Officer and
                
                March
      20, 2009Jerome
      I. Feldman
                
                Treasurer(principal
      financial and accounting officer)/s/ George McKeegan
                
                Vice
      President, Secretary and Director
                
                March
      24, 2009George
      McKeegan/s/ Reid Ogden
                
                Director
                
                March
      20, 2009Reid
      Ogden




23




Alpha-En
Corporation


(Formerly
Avenue Entertainment Group, Inc.)




Index
to Consolidated Financial Statements




PageReport
      of Independent Registered Public Accounting Firm
                
                F-2Consolidated
      Balance Sheet as of December 31, 2008 and 2007
                
                F-3Consolidated
      Statement of Operations for the years ended December 31, 2008 and
      2007
                
                F-4Consolidated
      Statement of Stockholders' Deficit for the years ended December 31, 2008
      and 2007
                
                F-6Consolidated
      Statement of Cash Flows for the years ended December 31, 2008 and
      2007
                
                F-5Notes
      to Consolidated Financial Statements
                
                F-7


F-1


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




The Board
of Directors and Stockholders


Alpha-En
Corporation




We have
audited the accompanying consolidated balance sheet of Alpha-En Corporation
(formerly Avenue Entertainment Group, Inc.) (“Company”) as of December 31, 2008
and 2007 and the related consolidated statements of operations, stockholders'
deficit and cash flows for the two years ended December 31, 2008. These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.




In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Alpha-En
Corporation as of December 31, 2008 and 2007 and the consolidated results of its
operations and its consolidated cash flows for the two years ended December 31,
2008 in conformity with accounting principles generally accepted in the United
States.




The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company has operating losses, negative working capital, no operating cash
flow and future losses are anticipated. The Company’s plan of operations, even
if successful, may not result in cash flow sufficient to finance and expand its
business which raises substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




/s/Raich Ende Malter & Co.
      LLPRaich
      Ende Malter & Co. LLPNew
      York, New YorkMarch
      20, 2009
  F-2
  ALPHA-EN
CORPORATION
 (FORMERLY
AVENUE ENTERTAINMENT GROUP, INC.)
 
 CONSOLIDATED
BALANCE SHEET
 
 December 31, 2008
                                                          
                                                          
                                                          December 31, 2007ASSETSCurrent
      assetsCash
                                                          
                                                          $
                                                          22,172
                                                          
                                                          
                                                          $
                                                          23,562Prepaid
      Expenses
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          12,351TOTAL
      ASSETS
                                                          
                                                          $
                                                          22,172
                                                          
                                                          
                                                          $
                                                          35,913LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                                                          
                                                          $
                                                          111,589
                                                          
                                                          
                                                          $
                                                          36,481Due
      to related party
                                                          
                                                          
                                                          8,803
                                                          
                                                          
                                                          
                                                          18,422Loan
      payable - stockholder/officer
                                                          
                                                          
                                                          32,264
                                                          
                                                          
                                                          
                                                          100,779TOTAL
      LIABILITIES
                                                          
                                                          
                                                          152,656
                                                          
                                                          
                                                          
                                                          155,682STOCKHOLDERS'  DEFICIT:Preferred
      stock, $.01 par value, 2,000,000 sharesauthorized;
      none issuedClass
      B common stock, no par value, 1,000,000 sharesauthorized;
      none issuedCommon
      stock, $.01 par value, 35,000,000 sharesauthorized;
      22,831,030 and  11,582,000 shares issued andoutstanding
      s of December 31, 2008 and 2007, respectively
                                                          
                                                          
                                                          228,210
                                                          
                                                          
                                                          
                                                          115,820Additional
      paid-in capital
                                                          
                                                          
                                                          7,358,103
                                                          
                                                          
                                                          
                                                          7,245,713Accumulated
      deficit
                                                          
                                                          
                                                          (7,647,414
                                                          )
                                                          
                                                          
                                                          (7,411,919
                                                          )Treasury
      stock, at cost (798,918 shares ofcommon
      stock)
                                                          
                                                          
                                                          (69,383
                                                          )
                                                          
                                                          
                                                          (69,383
                                                          )TOTAL
      STOCKHOLDERS' DEFICIT
                                                          
                                                          
                                                          (130,484
                                                          )
                                                          
                                                          
                                                          (119,769
                                                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                          
                                                          $
                                                          22,172
                                                          
                                                          
                                                          $
                                                          35,913
 
 See notes
to consolidated financial statements
  F-3
 
 ALPHA-EN
CORPORATION
 (FORMERLY
AVENUE ENTERTAINMENT GROUP, INC.)
 
 CONSOLIDATED
STATEMENT OF OPERATIONS
 
 Years Ended December 31,2008
                                  
                                  
                                  2007Revenues
                                  
                                  $
                                  9,619
                                  
                                  
                                  $
                                  11,404General
      and administrative expenses
                                  
                                  
                                  (245,114
                                  )
                                  
                                  
                                  (109,570
                                  )Net
      loss
                                  
                                  $
                                  (235,495
                                  )
                                  
                                  $
                                  (98,166
                                  )Net
      loss per share - basic and diluted
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  (0.01
                                  )Weighted
      average common shares outstanding -basic
      and diluted
                                  
                                  
                                  16,151,766
                                  
                                  
                                  
                                  10,649,228
 
 *     Less
than $.01 per share
 
 See notes
to consolidated financial statements
  F-4
 
 ALPHA-EN
CORPORATION
 (FORMERLY
AVENUE ENTERTAINMENT GROUP, INC.)
 
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 
 Years Ended December 31,2008
                                          
                                          
                                          2007Cash
      Flows From Operating ActivitiesNet
      loss
                                          
                                          $
                                          (235,495
                                          )
                                          
                                          $
                                          (98,166
                                          )Adjustments
      to reconcile net loss to net cash(used
      in) operating activities:Changes
      in operating assets and liabilities:Prepaid
      expenses
                                          
                                          
                                          12,351
                                          
                                          
                                          
                                          (12,351
                                          )Accounts
      payable and accrued expenses
                                          
                                          
                                          75,108
                                          
                                          
                                          
                                          36,481Net
      cash used in operating activities
                                          
                                          
                                          (148,036
                                          )
                                          
                                          
                                          (74,036
                                          )Cash
      Flows From Financing ActivitiesSales
      of common stock
                                          
                                          
                                          60,000
                                          
                                          
                                          
                                          59,986Increase
      in loan payable - stockholder/officer
                                          
                                          
                                          96,265
                                          
                                          
                                          
                                          47,568Decrease
      in due to related party
                                          
                                          
                                          (9,619
                                          )
                                          
                                          
                                          (11,404
                                          )Net
      cash provided by financing activities
                                          
                                          
                                          146,646
                                          
                                          
                                          
                                          96,150Increase
      (decrease) in cash
                                          
                                          
                                          (1,390
                                          )
                                          
                                          
                                          22,114Cash
      - Beginning of period
                                          
                                          
                                          23,562
                                          
                                          
                                          
                                          1,448Cash
      - End of period
                                          
                                          $
                                          22,172
                                          
                                          
                                          $
                                          23,562Noncash
      Transaction:Common
      stock issued in exchange forcancellation
      of loan payable -  stockholder/officer
                                          
                                          
                                          164,780
 
 See notes
to consolidated financial statements.
  F-5
 
 ALPHA-EN
CORPORATION
 (FORMERLY
AVENUE ENTERTAINMENT GROUP, INC.)
 
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
 
 Common Stock
                                    
                                    
                                    Additional
                                    
                                    
                                    
                                    
                                    
                                    Treasury StockNumber of
                                    
                                    
                                    
                                    
                                    
                                    Paid-in
                                    
                                    
                                    Accumulated
                                    
                                    
                                    Number ofShares
                                    
                                    
                                    Amount
                                    
                                    
                                    Capital
                                    
                                    
                                    Deficit
                                    
                                    
                                    Shares
                                    
                                    
                                    Amount
                                    
                                    
                                    TotalBalance
      at December 31, 2006
                                    
                                    
                                    10,321,030
                                    
                                    
                                    $
                                    103,210
                                    
                                    
                                    $
                                    7,233,323
                                    
                                    
                                    $
                                    (7,260,542
                                    )
                                    
                                    
                                    798,918
                                    
                                    
                                    $
                                    (69,383
                                    )
                                    
                                    $
                                    6,608Prior-period
      adjustment - error in reporting expenses,etc.
      paid  by a stockholder/officer in
      2006
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (53,211
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (53,211
                                    )Balance
      at December 31, 2006 as restated
                                    
                                    
                                    10,321,030
                                    
                                    
                                    
                                    103,210
                                    
                                    
                                    
                                    7,233,323
                                    
                                    
                                    
                                    (7,313,753
                                    )
                                    
                                    
                                    798,918
                                    
                                    
                                    
                                    (69,383
                                    )
                                    
                                    
                                    (46,603
                                    )Sales
      of common stock
                                    
                                    
                                    1,260,970
                                    
                                    
                                    
                                    12,610
                                    
                                    
                                    
                                    12,390
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    25,000Net
      (loss)
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (98,166
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (98,166
                                    )Balance
      at December 31, 2007
                                    
                                    
                                    11,582,000
                                    
                                    
                                    
                                    115,820
                                    
                                    
                                    
                                    7,245,713
                                    
                                    
                                    
                                    (7,411,919
                                    )
                                    
                                    
                                    798,918
                                    
                                    
                                    
                                    (69,383
                                    )
                                    
                                    
                                    (119,769
                                    )Sales
      of common stock
                                    
                                    
                                    11,239,030
                                    
                                    
                                    
                                    112,390
                                    
                                    
                                    
                                    112,390
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    224,780Net
      (loss)
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (235,495
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (235,495
                                    )Balance
      at December 31, 2008
                                    
                                    
                                    22,821,030
                                    
                                    
                                    $
                                    228,210
                                    
                                    
                                    $
                                    7,358,103
                                    
                                    
                                    $
                                    (7,647,414
                                    )
                                    
                                    
                                    798,918
                                    
                                    
                                    $
                                    (69,383
                                    )
                                    
                                    $
                                    (130,484
                                    )
 
 See notes
to consolidated financial statements
  F-6


Alpha-En
Corporation




(Formerly
Avenue Entertainment Group, Inc.)





Notes
to Consolidated Financial Statements




1.           Organization
and Operations




Alpha-En
Corporation (formerly Avenue Entertainment Group, Inc.) (the “Company”) was
incorporated in Delaware on March 7, 1997 and had operated through its
wholly-owned subsidiaries, Avenue Pictures, Inc. and its subsidiaries (“Avenue
Pictures”) and Wombat Productions, Inc. (“Wombat”).




Avenue
Pictures operated as an independent entertainment company that produced feature
films, television films and series for television and made-for-television/cable
movies through September 2, 2005, when it ceased operations upon the sale of its
assets. Wombat operated as a licensor of its library of one-hour-profiles films
of over 25 Hollywood stars, (the Hollywood Collection), both domestically and
internationally, through May 2, 2006, when it ceased operations upon the sale of
its assets.




From May
2, 2006, the Company has been inactive (Note 11).




2.           Summary
of Significant Accounting Policies




Consolidated
Financial Statements




The
Company's consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All material intercompany accounts and
transactions have been eliminated.




Fair
Value of Financial Instruments




The
Company's carrying values of cash, accounts payable and accrued expenses, loan
payable - stockholder/officer and due to related party approximate their
fair values because of the short-term maturity of these
instruments.




Revenue
Recognition




Participation
rights related to assets previously sold are recognized as earned and
reported.




Use of
Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


F-7


Loss per
Common Share




Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each period. Diluted loss per share includes potentially
dilutive securities such as outstanding options and warrants, using various
methods such as the treasury stock or modified treasury stock method in the
determination of dilutive shares outstanding during each period.





For the
years ended December 31, 2008 and 2007, there were no significant potentially
dilutive securities.




Share-Based
Compensation




The
Company recognizes compensation expense for all share-based payment awards made
to employees, directors and others based on the estimated fair values on the
date of the grant.  Common stock equivalents are valued using the
Black-Scholes Option-Pricing Model using the market price of our common stock on
the date of valuation, an expected dividend yield of zero, the remaining period
or maturity date of the common stock equivalent and the expected volatility of
our common stock.




Income
Taxes




The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method, deferred tax assets and
liabilities are determined based on the differences between financial reporting
basis and tax basis of the assets and liabilities and are measured using enacted
tax rates that will be in effect when the differences are expected to
reverse.  A valuation allowance is provided when it is more likely
than not, that such tax benefits will not be realized. The Company's policy is
to classify assessments, if any, for tax related interest as interest expenses
and tax related penalties as general and administrative expenses.




New
Accounting Pronouncements




In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141(R), “Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141,
“Business Combinations.” SFAS 141R establishes principles and requirements for
determining how an enterprise recognizes and measures the fair value of certain
assets and liabilities acquired in a business combination, including
noncontrolling interests, contingent consideration, and certain acquired
contingencies. SFAS 141R also requires acquisition-related transaction expenses
and restructuring costs be expensed as incurred rather than capitalized as a
component of the business combination. SFAS 141R will be applicable
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. SFAS 141R would have an impact on accounting for any
businesses acquired after the effective date of this
pronouncement.


F-8


In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – An Amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary (previously referred to as minority interests). SFAS
160 also requires that a retained noncontrolling interest upon the
deconsolidation of a subsidiary be initially measured at its fair value. Upon
adoption of SFAS 160, the Company would be required to report any noncontrolling
interests as a separate component of stockholders’ equity. The Company would
also be required to present any net income allocable to noncontrolling interests
and net income attributable to stockholders of the Company separately in its
consolidated statements of income. SFAS 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. SFAS 160 requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. All other requirements of SFAS 160
shall be applied prospectively. SFAS 160 would have an impact on the
presentation and disclosure of the noncontrolling interests of any non
wholly-owned businesses acquired in the future.




Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying consolidated financial statements.




3.      Going
Concern and Management’s Plans




The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
The Company had incurred operating losses, has negative working capital, and no
operating cash flow and future losses are anticipated. The Company's plan of
operations, to raise equity financing, even if successful, may not result in
cash flow sufficient to finance and expand its business and generate sales from
the License (Note 10). These factors raise substantial doubt about the Company's
ability to continue as a going concern. Realization of assets is dependent upon
future operations of the Company, which in turn is dependent upon management's
plans to meet its financing requirements and the success of its future
operations. These financial statements do not include any adjustments related to
the recoverability and classification of asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.





4.
Participation Rights





The
Company was granted the right to receive future participation rights on certain
revenues from certain film properties sold in a prior years.


F-9


5. Fair
Value Measurements




Effective
January 1, 2008, the Company adopted both SRAS 157 and SFAS 159 without any
effect.




Statement
of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”
(“SFAS157), defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. SFAS 157 applies
to other accounting pronouncements that require the use of fair value
measurements.  A fair value measurement assumes that the transaction
to sell an asset or transfer a liability occurs in the principal market for the
asset or liability, or, in the absence of a principal market, the most
advantageous market for the asset of liability.




SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities –
Including an amendment of FASB Statement 115” (“SFAS 159”), permits an entity to
elect to measure various financial instruments and certain other items at fair
value that are not currently required to be measured at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected should be reported in earnings at each subsequent
reporting date.




6.           Common
Stock




On June
13, 2008, the Board of Directors approved a private placement of up to
10,000,000 share of common stock of the Company at a purchase price of $.02 per
share.  Under the private place, in July and August 2008, the Company
sold an aggregate of 3,000,000 shares of common stock for $60,000.  In
addition, on July 15, 2008 and October 15, 2008, an additional 3,025,000 shares
and 1,475,000 shares of the Company’s common stock, respectively, were sold to
an officer/director under the private placement by cancellation of the loan
payable–officer.




On July
3, 2008, subsequent to the increase in authorized shares of common stock, the
Company issued 3,739,030 shares of the Company’s common stock to an
officers/director, from the remainder of the subscription agreement dated
September 27, 2007, in exchange for approximately $75,000 paid by the
cancellation of the loan payable-officer.




On
September 27, 2007, the Company sold an aggregate of 5,000,000 shares of the
Company's common stock under a subscription agreement to two
stockholders/officers of the Company, at $.02, per share, for aggregate proceeds
of $100,000.




The
Company did not have sufficient available shares of common stock to issue all of
the subscribed shares and only an aggregate of 1,260,970 shares were
issued.  Through December 31, 2007, the Company collected $25,000 of
the proceeds. The balance was received in 2008.


F-10


As of
December 31, 2008, the Company has reserved the following shares of common stock
for future issue:




Stock
      Option Plan
                  
                  
                  2,750,000Non-qualified
      options
                  
                  
                  756,5003,506,500




7.      Stock
Option Plan




The
Alpha-En Corporation Stock Option and Long Term Incentive Compensation Plan
(“Plan”), as amended, provides for the grants up to 2,750,000 shares of shares
of common stock to key employees, directors and consultants. Grants may be
options, SAR’s, restricted stock or stock bonuses. Only employees may receive
incentive awards. Exercise prices of incentive grants shall not be less than the
fair market value of the stock on the date of the grant.  Options may
be exercised subject to continued employment and certain other
conditions.  The Company may determine all other terms of an award,
including vesting, term, etc. but not more than ten years from the date of
grant. Awards that expired or were cancelled are available for future
awards.




The following table summarizes the stock option activity under the Plan for the
year ended December 31, 2007:





Options
                            
                            
                            Weighted-
                              Average
                              Exercise PriceOutstanding
      – January 1, 2007
                            
                            
                            460,000
                            
                            
                            $
                            1.17Cancelled/Expired
                            
                            
                            (460,000
                            )
                            
                            $
                            1.17Outstanding
      - December 31, 2007
                            
                            NONE




All
options outstanding under the Plan expired in 2007 without being
exercised.




As of
December 31, 2008, options not under the Plan to purchase 756,500 shares of the
Company’s common stock were outstanding at a weighted average exercise price of
$0.50, per share, and a weighted average remaining life of 1.67 years for
700,000 options and 3.12 years for 56,500 options.


F-11


8.  Income
Taxes




The
Company filed consolidated tax returns through December 31, 2004 and anticipates
filing consolidated returns for 2008, 2007, 2006 and 2005.  The
Company anticipates no significant income tax expense as a result of these
filings.




Management
has evaluated and concluded that there are no significant uncertain tax
positions requiring recognition in the Company's consolidated financial
statements as of December 31, 2008 and 2007.




As of
December 31, 2008, the Company has net operating loss carryforwards of
approximately $3,500,000 to reduce future Federal and state taxable income
through 2028.




As of
December 31, 2008, realization of the Company’s deferred tax assets of
$1,431,000 was not considered more likely than not and, accordingly, a valuation
allowance of $1,431,000 has been provided.




As of
December 31, 2008 and 2007, components of deferred tax assets were as
follows:




2008
                  
                  
                  2007Net
      operating loss
                  
                  $
                  1,425,000
                  
                  
                  $
                  1,266,000Share-based
      payments
                  
                  
                  6,000
                  
                  
                  
                  6,000Valuation
      allowance
                  
                  
                  (1,431,000
                  )
                  
                  $
                  (1,272,000
                  )NONE
                  
                  
                  NONE




For the
years ended December 31, 2008 and 2007, deferred income tax expense consisted of
the following:




2008
                    
                    
                    2007Net
      operating loss
                    
                    $
                    95,000
                    
                    
                    $
                    39,000Share-based
      payments
                    
                    
                    (6,000
                    )
                    
                    
                    (14,000
                    )Valuation
      allowance
                    
                    
                    (89,000
                    )
                    
                    
                    (25,000
                    )NONE
                    
                    
                    NONE




F-12


For the
years ended December 31, 2008 and 2007, the following is a reconciliation of the
expected income tax benefit utilizing the statutory Federal tax rate to the
income tax benefit reported on the statement of operations:




2008
                        
                        
                        2007Tax
      benefit at Federal statutory rate of 33%
                        
                        $
                        81,000
                        
                        
                        $
                        33,000State
      and local income taxes, net ofFederal income tax
      benefit
                        
                        
                        14,000
                        
                        
                        
                        6,000Effect
      of deferred compensation
                        
                        
                        (6,000
                        )
                        
                        
                        (14,000
                        )Change
      in valuation allowance
                        
                        
                        (89,000
                        )
                        
                        
                        (25,000
                        )Total
                        
                        NONE
                        
                        
                        NONE




9.        Related
Party Transactions




As of
December 31, 2007 an affiliated company (major stockholder) forgave $163,558
which was credited to additional paid-in-capital as capital
contributions.




As of
December 31, 2008, loan payable-stockholder/officer was $32,264, payable on
demand, at 5% interest, per annum.  For the years ended December 31,
2008 and 2007, interest expense to the stockholder/officer was $6,266, and
$1,075, respectively.




10.
Prior-Period Adjustment




The
accompanying consolidated financial statements have been restated to correct an
error in reporting of expenses, etc. paid by a stockholder/officer on behalf of
the Company in 2006. The effect of the restatement was to increase the net loss
for 2006 by $53,211 (less than $0.01, per share). Accumulated deficit at the
beginning of 2007 has been adjusted for the effects of the restatement in
2006.




11.
Subsequent Events




Loan
Payable – Stockholder/Officer




In March
2009, a stockholder/officer advanced an additional $20,000 to the
Company.


F-13


License
Agreement




On
February 25, 2009, the Company was granted a license for an exclusive,
worldwide, transferable, perpetual license to use certain proprietary technology
for the processing of lithium for use in batteries and other fields. A patent
application relating to the licensed technology is pending,




The
License fee shall consist of the following:




(1)
              Issuance
      of 1,000,000 shares of common stock of the Company to the
      licensor;




(2)
              A
      royalty of $1.00, per kilogram, of lithium products manufactured and sold
      to the licensor, payable
quarterly;




(3)
              A
      royalty of $.01, per kilogram, of excess products manufactured and sold to
      the licensor, payable
quarterly;




(4)
              Issuance
      of an additional 2,000,000 shares of common stock of the Company to the
      licensor which are restricted and subject to forfeiture if there has not
      been at least $1,000,000 in total commercial sales of licensed products
      within three years
(Threshold);




(5)
              Grant
      of options to purchase up to a total of 19% (inclusive of previously
      issued shares) of the issued and outstanding shares of the Company upon
      the issuance of any additional shares after the date of the License. These
      options are exercisable at the same prices as the shares sold or values
      received for five years from each grant date. These grants are only
      issuable if the Threshold is
met.




Upon a
transfer of the entire License, the Company shall pay the licensor a fee equal
to 19% of all compensation received on the transfer.


F-14