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 June 30, 2010
 
  ̈
              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  ̈
                    Accelerated
      Filer   ̈Non-accelerated
      Filer  ̈
                    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 August 16, 2010, there were 27,821,030 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
                
                9ITEM
      3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                12ITEM
      4.
                
                Controls
      and Procedures
                
                12PART
      II. OTHER INFORMATIONITEM
      1.
                
                Legal
      Proceedings
                
                14ITEM 1A.
                
                Risk
      Factors
                
                14ITEM
      2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                14ITEM
      3.
                
                Defaults
      upon Senior Securities
                
                14ITEM
      4.
                
                Reserved
                
                14ITEM
      5.
                
                Other
      Information
                
                14ITEM
      6.
                
                Exhibits
                
                14SIGNATURES
                
                15









ITEM
1. Financial Statements




Alpha-En
Corporation
  Index
to Consolidated Financial Statements
  PageConsolidated
      Balance Sheet as of June 30, 2010 (unaudited)and
      December 31, 2009
                                    
                                    2Consolidated
      Statement of Operations for the three and sixmonths
      ended June 30, 2010 and 2009 (unaudited)
                                    
                                    3Consolidated
      Statement of Cash Flows for the sixmonths
      ended June 30, 2010 and 2009 (unaudited)
                                    
                                    4Notes
      to Consolidated Financial Statements (unaudited)
                                    
                                    5
  1
 ALPHA-EN
CORPORATION
 CONSOLIDATED
BALANCE SHEET
 
 June 30,2010
                      
                      
                      December 31,2009(Unaudited)ASSETSCurrent
      assetsCash
                      
                      $
                      499
                      
                      
                      $
                      2,175Prepaid
      expenses
                      
                      
                      12,510
                      
                      
                      
                      3,069Total
      current assets
                      
                      
                      13,009
                      
                      
                      
                      5,244Intangible
      assets
                      
                      
                      250,000
                      
                      
                      
                      250,000TOTAL
      ASSETS
                      
                      $
                      263,009
                      
                      
                      $
                      255,244LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable and accrued expenses
                      
                      $
                      98,559
                      
                      
                      $
                      71,482Loan
      payable - stockholder/officer
                      
                      
                      9,891
                      
                      
                      
                      137,401Note
      payable
                      
                      
                      9,820
                      
                      
                      
                      1,607Due
      to related party
                      
                      
                      3,691
                      
                      
                      
                      4,713TOTAL
      LIABILITIES
                      
                      
                      121,961
                      
                      
                      
                      215,203STOCKHOLDERS'
      EQUITYPreferred
      stock, $.01 par value, 2,000,000 shares authorized; none
      issuedClass
      B common stock, no par value, 1,000,000 shares authorized; none
      issuedCommon
      stock, $.01 par value, 35,000,000 shares  authorized; 27,821,030
      and 25,821,030 shares issued and  outstanding as of June 30,
      2010 and December 31, 2009, respectively
                      
                      
                      278,210
                      
                      
                      
                      258,210Additional
      paid-in capital
                      
                      
                      7,718,103
                      
                      
                      
                      7,578,103Accumulated
      deficit
                      
                      
                      (7,785,882
                      )
                      
                      
                      (7,726,889
                      )Treasury
      stock, at cost (798,918 shares of common stock)
                      
                      
                      (69,383
                      )
                      
                      
                      (69,383
                      )TOTAL
      STOCKHOLDERS' EQUITY
                      
                      
                      141,048
                      
                      
                      
                      40,041TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                      
                      
                      263,009
                      
                      
                      $
                      255,244
 
 See notes
to consolidated financial statements
  2
 
 ALPHA-EN
CORPORATION
 CONSOLIDATED
STATEMENT OF OPERATIONS
 (Unaudited)
 
 Three Months Ended
                                          
                                          
                                          Six Months EndedJune 30,
                                          
                                          
                                          June 30,2010
                                          
                                          
                                          2009
                                          
                                          
                                          2010
                                          
                                          
                                          2009Revenues
                                          
                                          $
                                          301
                                          
                                          
                                          $
                                          0
                                          
                                          
                                          $
                                          1,022
                                          
                                          
                                          $
                                          2,500General
      and administrative expenses
                                          
                                          
                                          (23,410
                                          )
                                          
                                          
                                          (26,056
                                          )
                                          
                                          
                                          (60,015
                                          )
                                          
                                          
                                          (74,312
                                          )Net
      loss
                                          
                                          $
                                          (23,109
                                          )
                                          
                                          $
                                          (26,056
                                          )
                                          
                                          $
                                          (58,993
                                          )
                                          
                                          $
                                          (71,812
                                          )Net
      loss per share - basic and diluted
                                          
                                          
                                          *
                                          
                                          
                                          $
                                          *
                                          
                                          
                                          
                                          *
                                          
                                          
                                          $
                                          *Weighted
      average common sharesoutstanding
      - basic and diluted
                                          
                                          
                                          26,612,239
                                          
                                          
                                          
                                          24,892,853
                                          
                                          
                                          
                                          26,218,820
                                          
                                          
                                          
                                          25,821,030*
      Less than $.01 per share
 
 See notes
to consolidated financial statements
  3
 
 ALPHA-EN
CORPORATION
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 (Unaudited)
 
 Six Months EndedJune 30,2010
                        
                        
                        2009Cash
      Flows From OperationsNet
      loss
                        
                        $
                        (58,993
                        )
                        
                        $
                        (71,812
                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in operating assets and liabilities:Prepaid
      expenses
                        
                        
                        5,091
                        
                        
                        
                        (12,277
                        )Accounts
      payable and accrued expenses
                        
                        
                        27,077
                        
                        
                        
                        22,448Net
      cash used in operating activities
                        
                        
                        (26,825
                        )
                        
                        
                        (61,641
                        )Cash
      Flows From Financing ActivitiesPayments
      of note payable
                        
                        
                        (6,319
                        )
                        
                        
                        10,953Increase
      in loan payable - stockholder/officer
                        
                        
                        32,490
                        
                        
                        
                        31,202Decrease
      in due to related party
                        
                        
                        (1,022
                        )
                        
                        
                        (2,500
                        )Net
      cash provided by financing activities
                        
                        
                        25,149
                        
                        
                        
                        39,655Decrease
      in cash
                        
                        
                        (1,676
                        )
                        
                        
                        (21,986
                        )Cash
      - Beginning of period
                        
                        
                        2,175
                        
                        
                        
                        22,172Cash
      - End of period
                        
                        $
                        499
                        
                        
                        $
                        186Noncash
      Transaction:Issuance
      of capital stock in payment of loan  payable -
      stockholder/officer
                        
                        $
                        160,000Issuance
      of capital stock for license
                        
                        
                        
                        
                        
                        $
                        250,000
 
 See notes
to consolidated financial statements.
  4
  Alpha-En
Corporation
 Notes
to Consolidated Financial Statements (Unaudited)
 
 1. Organization
and Operations
 
 Alpha-En
Corporation (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., through May 2, 2006.
 
 From May
2, 2006, through February 24, 2009, the Company had 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 discussion and analysis in Item 2 of this report and
in the Company's Form 10-K for the year ended December 31, 2009. 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.
  5
 
 Intangible
Assets
 
 Intangible
assets are recorded at fair value and, as they an indefinite life, will not be
amortized.  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.
 
 Consideration
of Subsequent Events
 
 The
Company evaluated all events and transactions occurring after June 30, 2010
through August 20, 2010, the date these financial statements were issued, to
identify subsequent events which may need to be recognized or non-recognizable
events which would need disclosure.
 
 No
recognizable events were identified for disclosure.  See Note 6 for
non-recognizable events disclosed.
 
 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.
  6
 
 The
License fee shall consist 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 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.
 
 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.
Notes Payable
 
 On March
10, 2010, in connection with the purchase of directors and officers liability
insurance, the Company borrowed $14,532, payable in nine equal monthly
installments of $1,690, including interest of 11.04%, per annum, through
December 2010.
 
 6.
Related Party Transactions
 
 As of
June 30, 2010, loan payable – stockholder/officer was $ 9,891, payable on
demand, with interest at 5%, per annum.
 
 On May
25, 2010, the Company issued 2,000,000 shares of its common stock in payment of
$160,000 of the loan payable-shareholder
 
 In July
2010, the Company borrowed an additional $2,000 from the
stockholder/officer.
 
 An
officer of the Company provides administrative space without
rent.
  7
 
 7.
Income Taxes
 
 As of
June 30, 2010, management has evaluated and concluded that there are no
significant uncertain tax positions required recognition in the Company’s
consolidated financial statements.
  8




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.




Background
and 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
Chairman and Chief Executive Officer, 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 2010
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).


9





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.





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 2010.




Results of Operations




Three
Months Ended June 30, 2010 Compared to Three Months Ended June 30,
2009




Operations
for the three months ended June 30, 2010 and 2009 consisted principally of
maintaining our public company status.




Net loss for the three months ended June 30, 2010 was $23,109,
compared to a loss of $26,056 for the three-month period ended June 30,
2009.  We had no operations during either period and expenses
consisted primarily of legal and accounting fees.





Six
Months Ended June 30, 2010 Compared to Six Months Ended June 30,
2009




Operations
for the six months ended June 30, 2010 and 2009 consisted principally of
maintaining our public company status.




Net loss
for the six months ended June 30, 2010 was $58,993, compared to a loss of
$71,812 for the six-month period ended June 30, 2009.  We had no
operations during either period and expenses consisted primarily of legal and
accounting fees.




Liquidity
and Capital Resources




As of
June 30, 2010, we had negative working capital of $108,952, compared to negative
working capital of $202,296, at June 30, 2009.





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, until we begin to raise capital from non-officers or non-directors
or generate cash flows from operations.


10





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 six months ended June 30, 2010.  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:




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, accounts payable and accrued expenses, loan payable,
note payable 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 us 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.




Intangible
Assets




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




We have
evaluated the fair value of our intangible assets and determined that it exceeds
the carrying value based on our knowledge of the potential use of the lithium
that we plan to produce in the existing market. Although are at an early stage
of bringing the lithium process to produce revenues and cannot fore cast
revenues, we believe that the net cash flow to be derived from the lithium will
exceed the carrying value.


11


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.




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.




New
Accounting Pronouncements




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




ITEM 3. Quantitative and Qualitative
Disclosures About Market Risk





Not
required.





ITEM 4.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 June 30, 2010, 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.





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.


12





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal controls over financial reporting identified in
connection with the evaluation of such internal controls that occurred during
our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial
reporting.


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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, 2009.





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





There
were no sales of unregistered securities during the three months ended June 30,
2010.




ITEM 3. Defaults upon
Senior Securities





None





ITEM 4.
Reserved





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.





31.2
            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:
 August 20, 2010




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




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