**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, 2008**




** ̈**
            **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)





(914)
      631-5265


(Registrant’s
      Telephone Number, Including Area Code)





**Avenue
      Entertainment Group, Inc.**


(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 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 Filero
              Accelerated
                  FileroNon-accelerated
                  Filero
              Smaller
                  Reporting Companyx




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 13 , 2008,
      the registrant had outstanding 14,656,280 shares of common stock.












**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
            9PART
                II. OTHER INFORMATIONITEM
                1. Legal Proceedings
            10ITEM
                1A. RiskFactors
            10ITEM
                2. Unregistered Sales of Equity Securities and Use of Proceeds
            10ITEM
                3. Defaults upon Senior Securities
            10ITEM
                4. Submission of Matters to a Vote of Security Holders
            10ITEM
                5. Other Information
            10ITEM
                6. Exhibits
            10SIGNATURES
            11







**PART
      I FINANCIAL INFORMATION**





**ITEM
      1. Financial Statements**





**ALPHA-EN
      CORPORATION**





**(FORMERLY
      AVENUE ENTERTAINMENT GROUP, INC.)**





**CONSOLIDATED
      BALANCE SHEET**





June 30, 2008
            
            December 31, 2007(Unaudited)ASSETSCurrent
                assetsCash
            
            $
            10,319
            
            $
            23,562Prepaid
                Expenses
            
            
            1,822
            
            
            12,351TOTAL
                ASSETS
            
            $
            12,141
            
            $
            35,913LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilitiesAccounts
                payable and accrued expenses
            
            $
            174,985
            
            $
            36,481Due
                to related party
            
            
            15,422
            
            
            18,422Total Current Liabilities
            
            
            190,407
            
            
            54,903Loan
                payable - officer
            
            
            75,845
            
            
            47,568TOTAL
                LIABILITIES
            
            
            266,252
            
            
            102,471STOCKHOLDERS'
                DEFICITPreferred
                stock, $.01 par value, 2,000,000 sharesauthorized;
                none issued
            
            
            -
            
            
            -Class
                B common stock, no par value, 1,000,000 sharesauthorized;
                none issued
            
            
            -
            
            
            -Common
                stock, $.01 par value, 35,000,000 sharesauthorized;
                11,582,000 shares issued andoutstanding
            
            
            115,820
            
            
            115,820Additional
                paid-in capital
            
            
            7,245,713
            
            
            7,245,713Accumulated
                deficit
            
            
            (7,546,261
            )
            
            (7,358,708
            )Treasury
                stock, at cost (798,918 shares ofcommon
                stock)
            
            
            (69,383
            )
            
            (69,383
            )TOTAL
                STOCKHOLDERS' DEFICIT
            
            
            (254,111
            )
            
            (66,558
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            12,141
            
            $
            35,913




See
      notes
      to consolidated financial statements




1




**ALPHA-EN
      CORPORATION**





**(FORMERLY
      AVENUE ENTERTAINMENT GROUP, INC.)**





**CONSOLIDATED
      STATEMENT OF OPERATIONS**


**(Unaudited)**





Three
                Months Ended
            
            Six
                Months EndedJune
                30,
            
            June
                30,2008
            
            2007
            
            2008
            
            2007Revenues
            
            $
            1,500
            
            $
            6,311
            
            $
            3,000
            
            $
            8,487General
                and administrative expenses
            
            
            93,200
            
            
            10,428
            
            
            190,553
            
            
            21,017Net
                loss
            
            $
            (91,700
            )
            $
            (4,117
            )
            $
            (187,553
            )
            $
            (12,530
            )Net
                loss per share - basic and diluted
            
            $
            (0.01
            )
            
            *
            
            $
            (0.02
            )
            
            *Weighted
                average common shares outstanding -basic
                and diluted
            
            
            11,582,000
            
            
            10,321,030
            
            
            11,582,000
            
            
            10,321,030




*
            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)**


Six
                  Months EndedJune
                  30,2008
              
              2007Cash
                  Flows From OperationsNet
                  Loss
              
              $
              (187,553
              )
              $
              (12,530
              )Adjustments
                  to reconcile net loss to net cash(used
                  in) operating activitiesChanges
                  in operating assets and liabilitiesPrepaid
                  expenses
              
              
              10,529
              
              
              (30,878
              )Accounts
                  payable and accrued expenses
              
              
              138,504
              
              
              1,955Net
                  cash used in operating activities
              
              
              (38,520
              )
              
              (41,453
              )Cash
                  Flows From Financing ActivitiesLoan
                  payable - officer
              
              
              28,277
              
              
              20,000Due
                  to related party
              
              
              (3,000
              )
              
              (8,486
              )Proceeds
                  from stock subscriptions receivable
              
              
              
              
              
              29,293Net
                  cash provided by financing activities
              
              
              25,277
              
              
              40,807Decrease
                  in cash from operations
              
              
              (13,243
              )
              
              (646
              )Cash
                  - Beginning of period
              
              
              23,562
              
              
              1,448Cash
                  - End of period
              
              $
              10,319
              
              $
              802





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 (“Avenue
      Pictures”) and Wombat Productions, Inc. (“Wombat”).




From
      May
      2, 2006, the Company has been inactive.




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 notes 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 the Company's Form 10-KSB
      for the year ended December 31, 2007. 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.




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.




4




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. 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.
      Common
      Stock




On
      June
      9, 2008 the Company filed an amendment to the Certificate of Incorporation,
      increasing the aggregate number of authorized shares of its common stock from
      15,000,000 to 35,000,000 shares and changed its name to alpha-En Corporation.




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
      officers/directors, the remainder of the subscription agreement dated September
      27, 2007, in exchange for $75,000 paid by cancellation of the loan payable
–
officer.




5.
      Income
      Taxes





Effective
      January 1, 2007, the Company adopted the provisions of Financial Accounting
      Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
      Income Taxes, an interpretation of FASB Statement No. 109" (FIN 48). FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in the
      Company's financial statements in accordance with FASB Statement 109,
      "Accounting for Income Taxes", and prescribes a recognition threshold and
      measurement process for financial statement recognition and measurement of
      a tax
      position taken or expected to be taken in a tax return. FIN 48 also provides
      guidance on derecognition, classification, interest and penalties, accounting
      in
      interim periods, disclosure and transition.





Management
      has evaluated and concluded that there are no significant uncertain tax
      positions requiring recognition in the Company's consolidated financial
      statements as of June 30, 2008.





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.




6.
      Fair
      Value Measurements




Effective
      January 1, 2008, the Company adopted both SFAS No. 157 and SFAS No. 159 without
      any effect.




Statement
      of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”
(“SFAS 157"), 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.




7.
      Related Party Transactions




As
      of
      June 30, 2008, loan payable – officer was $75,845, payable on demand, with
      interest at 5%, per annum.




5




8.  Private
      Placement





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.




9.
      Subsequent Event




In
      July
      and August, the Company sold an aggregate of 2,500,000 shares of common stock
      of
      the Company in exchange for $50,000, of which 1,250,000 shares were to an
      officer/director.




6




**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. We have no current
      operations and do not expect to have revenue from operations in the near future.
      Our present focus is to acquire a target company or business seeking the
      perceived advantages of being a publicly-held corporation.




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.”




**Results
      of Operations**




***Three
      Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007***




Operations
      for the three months ended June 30, 2008 and 2007 are not comparable because,
      commencing in the second half of 2007, we started the process of bringing our
      SEC filings current whereas in early 2007, the company was dormant.





***Six
      Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007***




Operations
      for the six months ended June 30, 2008 and 2007 are not comparable because,
      commencing in the second half of 2007, we started the process of bringing our
      SEC filings current whereas in early 2007, the company was dormant.




7




**Liquidity
      and Capital Resources**




As
      of
      June 30, 2008, we had negative working capital of $178,266 compared to negative
      working capital of $5,922 at June 30, 2007.





We
      do not
      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
      officers, directors and major stockholders.




**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 and six months ended June 30, 2008. 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 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.




*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.




8




*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 asses will not be realized.




**ITEM
      3. Quantitative and Qualitative Disclosures About Market
      Risk**





Not
      required.





**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 June 30, 2008, 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.


9


**PART
      II. OTHER INFORMATION**


**ITEM
      1. Legal Proceedings**





We
      are
      not the subject of any material pending legal proceedings and, to the knowledge
      of our management, no material proceedings are presently contemplated against
      us
      by any federal, state or local governmental agency. Further, to the knowledge
      of
      our management, no director or executive officer is party to any action which
      any has an interest adverse to us.




**ITEM 1A.
      Risk Factors**




There
      are
      no material changes in the risk factors previously disclosed in our annual
      report on Form 10-KSB for the year ended December 31, 2007.





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





**Unregistered
      Sales of Equity Securities during the Three Months ended June 30,
      2008**





There
      were no sales of unregistered securities during the three months ended June
      30,
      2008.





**ITEM
      3. Defaults upon Senior Securities**





None.





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





On
      April
      30, 2008, 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 by written consent 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. The stockholder consent was signed by holders of 7,283,944
      shares (or 62.9%) of the 11,582,000 shares that were entitled to be voted on
      these matters.





**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.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 our registration of securities
                on Form 10-SB, filed with the U.S. Securities and Exchange Commission
                on
                April 10, 1997.


10




**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
      13, 2008




**ALPHA-EN
                CORPORATION**By:
            /s/
                Jerome I. FeldmanJerome
                I. FeldmanChairman,
                Chief Executive Officer, Chief
              Financial
                Officer and Treasurer(principal
                executive officer; principal financial
              and
                accounting officer)




11