UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q







(Mark
One)


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




For
the quarterly period ended March 31, 2009




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




For
the transition period from 
to





Commission
File Number 001-12885





ALPHA-EN
CORPORATION


(Exact
Name of Registrant as Specified in Its Charter)


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





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





(914)
631-5265


(Registrant’s
Telephone Number, Including Area Code)





(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)


Indicate  by
check mark whether the registrant (1) filed all reports required to
be  filed by Section 13 or 15(d) of the Exchange Act during the
past  12  months (or  for
such  shorter  period  that  the  registrant  was
required to file such reports), and  (2) has  been subject
to such filing requirements for the past 90
days.    Yes  x    No   ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    Yes   ̈    No   ̈ (not
required)





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 o
              Accelerated
      Filer oNon-accelerated
      Filer o
              Smaller
      Reporting Company x




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





As of May
14, 2009, there were 25,156,280 shares of the issuer’s common stock
outstanding.







TABLE OF
CONTENTS




PagePART
      I. FINANCIAL INFORMATIONITEM
      1. Financial Statements
              1ITEM
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
              7ITEM
      3. Quantitative and Qualitative Disclosures About Market Risk
              9ITEM
      4T. Controls and Procedures
              10PART
      II. OTHER INFORMATIONITEM
      1. Legal Proceedings
              11ITEM
      1A. Risk Factors
              11ITEM
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              11ITEM
      3. Defaults upon Senior Securities
              11ITEM
      4. Submission of Matters to a Vote of Security Holders
              11ITEM
      5. Other Information
              11ITEM
      6. Exhibits
              11SIGNATURES
              12









ALPHA-EN
CORPORATION


(FORMERLY
AVENUE ENTERTAINMENT GROUP, INC.)





CONSOLIDATED
BALANCE SHEET





March 31, 2009
                                                    
                                                    
                                                    December 31, 2008(Unaudited)ASSETSCurrent
      assetsCash
                                                    
                                                    $
                                                    2,770
                                                    
                                                    
                                                    $
                                                    22,172Prepaid
      Expenses
                                                    
                                                    
                                                    16,880Total
      current assets
                                                    
                                                    
                                                    19,650
                                                    
                                                    
                                                    
                                                    22,172Intangible
      assets
                                                    
                                                    
                                                    250,000TOTAL
      ASSETS
                                                    
                                                    $
                                                    269,650
                                                    
                                                    
                                                    $
                                                    22,172LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                                                    
                                                    $
                                                    121,399
                                                    
                                                    
                                                    $
                                                    111,589Note
      payble
                                                    
                                                    
                                                    15,440Loan
      payable - stockholder/officer
                                                    
                                                    
                                                    52,748
                                                    
                                                    
                                                    
                                                    32,264Due
      to related party
                                                    
                                                    
                                                    6,303
                                                    
                                                    
                                                    
                                                    8,803TOTAL
      LIABILITIES
                                                    
                                                    
                                                    195,890
                                                    
                                                    
                                                    
                                                    152,656STOCKHOLDERS'  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;
      25,821,030 and 22,821,030 shares issued andoutstanding
      as of March 31, 2009 and December 31, 2008, respectively
                                                    
                                                    
                                                    258,210
                                                    
                                                    
                                                    
                                                    228,210Additional
      paid-in capital
                                                    
                                                    
                                                    7,578,103
                                                    
                                                    
                                                    
                                                    7,358,103Accumulated
      deficit
                                                    
                                                    
                                                    (7,693,170
                                                    )
                                                    
                                                    
                                                    (7,647,414
                                                    )Treasury
      stock, at cost (798,918 shares ofcommon
      stock)
                                                    
                                                    
                                                    (69,383
                                                    )
                                                    
                                                    
                                                    (69,383
                                                    )TOTAL
      STOCKHOLDERS' DEFICIT
                                                    
                                                    
                                                    73,760
                                                    
                                                    
                                                    
                                                    (130,484
                                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                    
                                                    $
                                                    269,650
                                                    
                                                    
                                                    $
                                                    22,172





See notes
to consolidated financial statements


1




ALPHA-EN
COPORATION


(FORMERLY
AVENUE ENTERTAINMENT GROUP, INC.)





CONSOLIDATED
STATEMENT OF OPERATIONS


(Unaudited)





Three Months EndedMarch 31,2009
                                        
                                        
                                        2008Revenues
                                        
                                        $
                                        2,500
                                        
                                        
                                        $
                                        1,500General
      and administrative expenses
                                        
                                        
                                        (48,256
                                        )
                                        
                                        
                                        (97,353
                                        )Net
      loss
                                        
                                        $
                                        (45,756
                                        )
                                        
                                        $
                                        (95,853
                                        )Net
      loss per share - basic and diluted
                                        
                                        
                                        *
                                        
                                        
                                        $
                                        (0.01
                                        )Weighted
      average common shares outstanding -basic
      and diluted
                                        
                                        
                                        23,954,363
                                        
                                        
                                        
                                        11,582,000





*
 Less than $.01 per share





See notes
to consolidated financial statements


2




ALPHA-EN
CORPORATION


(FORMERLY
AVENUE ENTERTAINMENT GROUP, INC.)





CONSOLIDATED
STATEMENT OF CASH FLOWS


(Unaudited)





Three Months EndedMarch 31,2009
                                                          
                                                          
                                                          2008Cash
      Flows From OperationsNet
      loss
                                                          
                                                          $
                                                          (45,756
                                                          )
                                                          
                                                          $
                                                          (95,853
                                                          )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Changes
      in operating assets and liabilities:Prepaid
      expenses
                                                          
                                                          
                                                          (16,880
                                                          )
                                                          
                                                          
                                                          12,351Accounts
      payable and accrued expenses
                                                          
                                                          
                                                          9,810
                                                          
                                                          
                                                          
                                                          67,346Net
      cash used in operating activities
                                                          
                                                          
                                                          (52,826
                                                          )
                                                          
                                                          
                                                          (16,156
                                                          )Cash
      Flows From Financing ActivitiesIncrease
      in note Payable
                                                          
                                                          
                                                          15,440
                                                          
                                                          
                                                          
                                                          -Increase
      in loan payable - stockholder/officer
                                                          
                                                          
                                                          20,484
                                                          
                                                          
                                                          
                                                          595Decrease
      in due to related party
                                                          
                                                          
                                                          (2,500
                                                          )
                                                          
                                                          
                                                          (1,500
                                                          )Net
      cash provided by (used in) financing activities
                                                          
                                                          
                                                          33,424
                                                          
                                                          
                                                          
                                                          (905
                                                          )Decrease
      in cash
                                                          
                                                          
                                                          (19,402
                                                          )
                                                          
                                                          
                                                          (17,061
                                                          )Cash
      - Beginning of period
                                                          
                                                          
                                                          22,172
                                                          
                                                          
                                                          
                                                          23,562Cash
      - End of period
                                                          
                                                          $
                                                          2,770
                                                          
                                                          
                                                          $
                                                          6,501Noncash
      Transaction:Acquisition
      of intangible assets (net of issuance
                                                          
                                                          $
                                                          250,000of
      3,000,000 shares of common stock)See
      notes to consolidated financial
statements.




3




Alpha-En
Corporation


(Formerly
Avenue Entertainment Group, Inc.)




Notes
to Consolidated Financial Statements (Unaudited)




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 and Wombat
Productions, Inc.




From May
2, 2006 through February 24, 2009, the Company has been inactive.




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.




2.
            Summary
      of Significant Accounting Policies




Basis
of Presentation





The
accompanying unaudited financial statements and related notes have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial statements and with the rules and regulations under
Regulation S-X of the Securities and Exchange Commission for Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements presentation. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary to present fairly
the financial position, results of operations and cash flows for interim
financial statements have been included. These financial statements should be
read in conjunction with the financial statements of the Company together with
the Company's management’s discussion and analysis of financial condition and
results of operations in the Company's Form 10-K for the year ended December 31,
2008. Interim results are not necessarily indicative of the results for a full
year.




Consolidated
Financial Statements




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




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.




Intangible
Assets




Intangible
assets are recorded at fair value and, as they have an indefinitive life, will
not be amortized. However, the carrying value of the intangible assets will be
evaluated by management for impairment at least annually or upon the occurrence
of an event which may indicate that the carrying amount may be greater than its
fair value. If impaired, the Company will write-down such impairment. In
addition, the useful life of the intangible assets will be evaluated by
management at least annually or upon the occurrence of an event which may
indicate that the useful life may be definitive and the Company will commence
amortization over such useful life.


4




Effective
January 1, 2009, the Company adopted FASB Staff Position 142-3, “Determination
of the Useful Life of Intangible Assets” (“FSP 142-3”).  FSP 142-3
amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset
under FASB No. 142, “Goodwill and Other Intangible Assets”.   The
adoption of FSP 142-3 did not have a material impact on the consolidated
financial statements.




New
Accounting Pronouncements




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




3.
            Going
      Concern and Management’s Plans




The
accompanying consolidated financial statements have been prepared assuming that
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 (see Note 4).  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 existence.




4.
            Intangible
      Assets




On
February 25, 2009, the Company was granted an exclusive, worldwide,
transferable, perpetual license (the “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 to the licensor consists of the following:




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




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




(3)
            A
      royalty of $.10 per kilogram of excess products manufactured and sold,
      payable quarterly;




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




(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 all compensation received on the transfer.


5




The
License has been recorded at its fair value of $250,000, based on the
management’s projected net cash flows to be realized from sales of products
under the License.




5.
            Note
      Payable




On March
10, 2009, in connection with the purchase of directors and officers liability
insurance, the Company borrowed $15,440, payable in ten equal monthly
installments of $1,621, including interest of 10.85%, per annum, through January
2010.




6.
            Common
      Stock




On June
13, 2008, the Board of Directors approved a private placement of up to
10,000,000 shares of common stock of the Company at a purchase price of $.02 per
share.  Under the private placement, 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 1,475,000 shares and 3,025,000 shares of 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 of
officers/directors, from the remainder of the subscription agreement dated
September 27, 2007, in exchange for approximately $75,000 paid by cancellation
of the loan payable-officer.




7.
            Income
      Taxes





As of
March 31, 2009, management has evaluated and concluded that there are no
significant uncertain tax positions requiring recognition in the Company's
consolidated financial statements.




8.
            Adoption
      of Accounting Policies




Effective
January 1, 2009, the Company adopted SFAS No. 141(R) and 160 and FSP 141(R)-1
without any effect on the consolidated financial statements.




Statement
of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS
141R”), which replaced SFAS No. 141, “Business Combinations”, 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 141(R) also requires acquisition-related
transaction expenses and restructuring costs be expensed as incurred rather than
capitalized as a component of the business combination.




Financial
Staff Position (“FSP”) 141(R)-1, “Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies”, amended and
clarified SFAS 141R to address application issues associated with initial
recognition and measurement, subsequent measurement and accounting, and
disclosure of assets and liabilities arising from contingencies in a business
combination.




Statement
of Financial Accounting Standards No. No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – An Amendment of ARB No. 51” (“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. SFAS 160 also requires
reporting any noncontrolling interests as a separate component of stockholders’
equity and presenting any net income allocable to noncontrolling interests and
net income attributable to stockholders of the Company separately in its
consolidated statements of income.


6




9.
            Related
      Party Transactions




As of
March 31, 2009, Loan payable – stockholder/officer was $52,748, payable on
demand, with interest at 5%, per annum.





ITEM 2. 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 as a director of ours 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.  Since Gene
Feldman’s resignation, we have been substantially inactive.  All
monies disbursed by us from May 2006 to date were used to pay for directors and
officers’ insurance premiums and the cost of maintaining our public company
status.  During that period, we have had no employees, other than our
officers 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.




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




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 laptops, cell phones,
digital cameras, i-pods, power tools and thousands of other high technology
devices and applications.





We expect
our future operations will be centered on 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.


7





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




Three
Months Ended March 31, 2009 Compared to Three Months Ended March 31,
2008




Operations
for the three months ended March 31, 2009 and 2008 are not comparable because,
commencing in late 2007, we started the process of bringing our SEC filings
current whereas during most of 2007 and early 2008, the company was
inactive.




Net loss
for the three months ended March 31, 2009 was $45,756, compared to a loss of
$95,853 for the three-month period ended March 31, 2008.  We had no
operations during either period and expenses consisted primarily of legal and
accounting fees.




Liquidity
and Capital Resources




As of
March 31, 2009, we had negative working capital of $176,240, compared to
negative working capital of $130,484, at March 31, 2008.




We do not
currently have sufficient funds to continue our operating activities. Future
operating activities are expected to be funded by sales of common stock to and
loans from our officers, directors and major stockholders, and potential cash
flow generated from our metallic lithium battery technology.





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 three months ended March 31, 2009.  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:


8


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 accounts payable and accrued liabilities and due to related
party approximate their fair values because of the short-term maturity of these
instruments.




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.




Intangible
Assets




Intangible
assets are recorded at fair value and, as they have an indefinitive life, will
not be amortized. However, the carrying value of the intangible assets will be
evaluated by management for impairment at least annually or upon the occurrence
of an event which may indicate that the carrying amount may be greater than its
fair value. If impaired, the Company will write-down such impairment. In
addition, the useful life of the intangible assets will be evaluated by
management at least annually or upon the occurrence of an event which may
indicate that the useful life may be definitive and the Company will commence
amortization over such useful life.




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
diluted shares 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.




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 assets will not be realized.




ITEM 3. Quantitative and Qualitative
Disclosures About Market Risk





Not
required.


9




ITEM 4T. Controls and
Procedures





Evaluation
of Disclosure Controls and Procedures





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act. Based upon that evaluation, our Chief Executive Officer and
the Chief Financial Officer have concluded that our disclosure controls and
procedures were not effective as of March 31, 2009, based on their evaluation of
these controls and procedures. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in reports it files or submits under the
Exchange Act is accumulated and communicated to management, including its
principal executive officer or officers and principal financial officer or
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.





Changes
in Internal Control over Financial Reporting





We have
identified certain matters that constitute material weakness (as defined under
the Public Company Accounting Oversight Board Auditing Standard No. 2) in
our internal controls over financial reporting.  The material
weaknesses that we have identified 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. We are working to remedy our deficiency.


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PART II. OTHER
INFORMATION





ITEM 1. Legal
Proceedings





None





ITEM 1A.
Risk Factors





There are
no material changes in the risk factors previously disclosed in our annual
report on Form 10-K for the year ended December 31, 2008.





ITEM 2. Unregistered Sales of Equity
Securities and Use of Proceeds





The
information required by this Item 2 was previously included in our current
report on Form 8-K dated February 25, 2009.




ITEM 3. Defaults upon Senior
Securities





None





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





None





ITEM 5. Other
Information





None





ITEM 6. Exhibits





The
exhibits listed in the following Exhibit Index are filed as part of this
quarterly report.





Exhibit Number and
Description





3.1
            Restated
      Certificate of Incorporation. (1)





3.2
            Certificate
      of Amendment of the Restated Certificate of Incorporation.
    (2)





3.3
            By
      Laws. (1)





31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act.





31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act.





31.2
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act.





32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act.








(1)
            Incorporated
      by reference to the exhibits included with registration of securities on
      Form 10-SB, filed with the U.S. Securities and Exchange Commission on
      April 10, 1997.




(2)
            Incorporated
      by reference to the exhibits included with quarterly report on Form 10-Q,
      filed with the U.S. Securities and Exchange Commission on August 14,
      2008.


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SIGNATURES




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




Dated:
 May 15, 2009




ALPHA-EN CORPORATIONBy:
                    /s/JeromeI.FeldmanJeromeI.FeldmanChairman, Chief Financial Officer and Treasurer(principalexecutiveofficerandprincipal
                      financialandaccountingofficer)


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