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 September 30, 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 November 13, 2009, there were 25,821,030 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
      4T. Controls and Procedures
                12PART
      II. OTHER INFORMATIONITEM
      1. Legal Proceedings
                13ITEM
      1A. Risk Factors
                13ITEM
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                13ITEM
      3. Defaults upon Senior Securities
                13ITEM
      4. Submission of Matters to a Vote of Security Holders
                13ITEM
      5. Other Information
                13ITEM
      6. Exhibits
                13SIGNATURES
                14









ITEM
1. Financial Statements





Alpha-En
Corporation




Index to
Consolidated Financial Statements




PageConsolidated
      Balance Sheet as of September 30, 2009 (unaudited) and December 31,
      2008
                    2Consolidated
      Statement of Operations for the three and nine months ended September 30,
      2009 and 2008 (unaudited)
                    3Consolidated
      Statement of Cash Flows for the nine months ended September 30, 2009 and
      2008 (unaudited)
                    4Notes
      to Consolidated Financial Statements (unaudited)
                    5




1




ALPHA-EN
CORPORATION
 
 CONSOLIDATED
BALANCE SHEET
 
 September 30, 2009
                          
                          
                          December 31, 2008(Unaudited)ASSETSCurrent
      assetsCash
                          
                          $
                          2,773
                          
                          
                          $
                          22,172Prepaid
      expenses
                          
                          
                          7,673Total
      current assets
                          
                          
                          10,446
                          
                          
                          
                          22,172Intangible
      assets
                          
                          
                          250,000
                          
                          
                          
                          -TOTAL
      ASSETS
                          
                          $
                          260,446
                          
                          
                          $
                          22,172LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Current
      liabilitiesAccounts
      payable and accrued expenses
                          
                          $
                          125,159
                          
                          
                          $
                          111,589Loan
      payable - stockholder/officer
                          
                          
                          99,477
                          
                          
                          
                          32,264Note
      payable
                          
                          
                          6,343Due
      to related party
                          
                          
                          5,880
                          
                          
                          
                          8,803TOTAL
      LIABILITIES
                          
                          
                          236,859
                          
                          
                          
                          152,656STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, $.01 par value, 2,000,000 shares authorized; none
      issuedClass
      B common stock, no par value, 1,000,000 shares authorized; none
      issued
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, $.01 par value, 35,000,000 shares authorized; 25,821,030 and
      22,821,030 shares issued and outstanding as of September 30, 2009 and
      December 31, 2008,respectively
                          
                          
                          258,210
                          
                          
                          
                          228,210Additional
      paid-in capital
                          
                          
                          7,578,103
                          
                          
                          
                          7,358,103Accumulated
      deficit
                          
                          
                          (7,743,343
                          )
                          
                          
                          (7,647,414
                          )Treasury
      stock, at cost (798,918 shares of common stock)
                          
                          
                          (69,383
                          )
                          
                          
                          (69,383
                          )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
                          
                          
                          23,587
                          
                          
                          
                          (130,484
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                          
                          $
                          260,446
                          
                          
                          $
                          22,172
 
 See notes
to consolidated financial statements
  2
  ALPHA-EN
CORPORATION
 
 CONSOLIDATED
STATEMENT OF OPERATIONS
 (Unaudited)
 
 Three Months Ended
                  
                  
                  Nine Months EndedSeptember 30,
                  
                  
                  September 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Revenues
                  
                  $
                  423
                  
                  
                  $
                  -
                  
                  
                  $
                  2,923
                  
                  
                  $
                  3,000General
      and administrative expenses
                  
                  
                  (24,540
                  )
                  
                  
                  (31,546
                  )
                  
                  
                  (98,852
                  )
                  
                  
                  (222,099
                  )Net
      loss
                  
                  $
                  (24,117
                  )
                  
                  $
                  (31,546
                  )
                  
                  $
                  (95,929
                  )
                  
                  $
                  (219,099
                  )Net
      loss per share - basic and diluted
                  
                  
                  *
                  
                  
                  $
                  *
                  
                  
                  
                  *
                  
                  
                  $
                  (0.02
                  )Weighted
      average common shares outstanding - basic and diluted
                  
                  
                  25,821,030
                  
                  
                  
                  19,047,370
                  
                  
                  
                  25,205,645
                  
                  
                  
                  14,070,457
 
 * Less
than $.01 per share
 
 See notes
to consolidated financial statements
  3
  ALPHA-EN
CORPORATION
 
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 (Unaudited)
 
 Nine
      Months EndedSeptember
      30,2009
                        
                        
                        2008Cash
      Flows From OperationsNet
      loss
                        
                        $
                        (95,929
                        )
                        
                        $
                        (219,099
                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in operating assets and liabilities:Prepaid
      expenses
                        
                        
                        (7,673
                        )
                        
                        
                        12,351Accounts
      payable and accrued expenses
                        
                        
                        13,570
                        
                        
                        
                        113,524Net
      cash used in operating activities
                        
                        
                        (90,032
                        )
                        
                        
                        (93,224
                        )Cash
      Flows From Financing ActivitiesIncrease
      in note payable
                        
                        
                        15,440
                        
                        
                        
                        -Payments
      of note payable
                        
                        
                        (9,097
                        )
                        
                        
                        -Increase
      in loan payable - stockholder/officer
                        
                        
                        67,213
                        
                        
                        
                        30,777Decrease
      in due to related party
                        
                        
                        (2,923
                        )
                        
                        
                        (3,000
                        )Proceeds
      from sales of common stock (net ofsubscriptions receivable of
      $29,500)
                        
                        
                        -
                        
                        
                        
                        60,000Net
      cash provided by financing activities
                        
                        
                        70,633
                        
                        
                        
                        87,777Decrease
      in cash
                        
                        
                        (19,399
                        )
                        
                        
                        (5,447
                        )Cash
      - Beginning of period
                        
                        
                        22,172
                        
                        
                        
                        23,562Cash
      - End of period
                        
                        $
                        2,773
                        
                        
                        $
                        18,115Noncash
      Transaction:Purchase
      of intangible assets in exchange for 3,000,000 shares of common
      stock
                        
                        $
                        250,000Common
      stock issued in exchange for cancellation of loan-payable
      officer
                        
                        
                        
                        
                        
                        $
                        74,780
 
 See notes
to consolidated financial statements.
  4




Alpha-En
Corporation


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 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 management’s discussion and analysis in Item 2 of this report and 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 indefinite 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.




5




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 other 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 is required to pay the licensor a
fee equal to all compensation received on the transfer.




6




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




5.
Notes 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 to
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
September 30, 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




During
the quarter ended September 30, 2009, the Company adopted the following
accounting policies without any effect on the consolidated financial
statements.




In
September 2009, the FASB issued ASU No. 2009-08, "Earnings Per Share -
Amendments to Section 260-10-S99". This Codification Update represents technical
corrections to Topic 260-10-S99, "Earnings Per Share", based on EITF Topic D-53,
"Computation of Earnings Per Share for a Period that Includes a Redemption or an
Induced Conversion of a Portion of a Class of Preferred Stock" and EITF Topic
D-42, "The Effect of the Calculation of Earnings Per Share For the Redemption or
Induced Conversion of Preferred Stock". The Codification Update provides
guidance regarding the definition of redemptions and conversions of
equity-classified preferred stock instruments in relation to the calculation of
earnings per share.




In August
2009, the FASB issued ASU No. 2009-05, "Measuring Liabilities at Fair Value".
This ASU amends the "Fair Value Measurements and Disclosures" Topic of the
Codification to provide further guidance on how to measure the fair value of a
liability. AUS No. 2009-05 is effective for the first reporting period beginning
after issuance.




In June
2009, the FASB issued Statement No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162” (“SFAS 168”). FAS168 establishes the FASB
Accounting Standards Codification (“Codification”) as the source of
authoritative U.S. generally accepted accounting principles (“GAAP”) recognized
by the FASB to be applied to rules and interpretive releases of the Securities
and Exchange Commission (“SEC”) under federal securities laws as authoritative
GAAP for SEC registrants.




7




During
the quarter ended June 30, 2009, the Company adopted the following accounting
policies without any effect on the consolidated financial
statements.




In April
2009, the FASB issued Staff Position No. 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB
28-1”), FSP FAS 107-1 and APB 28-1 amends SFAS 107, “Disclosures about Fair
Value of Financial Instruments”, to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. This FSP also amends APB Opinion No.
28, “Interim Financial Reporting”, to require those disclosures in summarized
financial information at interim reporting periods. FSP FAS 107-1 and APB 28-1
is effective for interim reporting periods ending after June 15, 2009 and does
not require disclosures for earlier periods presented for comparative purposes
at initial adoption. In periods after initial adoption, the FSP requires
comparative disclosures only for periods ending after initial
adoption.




In May
2009, the FASB issued Statement of Financial Accounting Standards No. 165
“Subsequent Events” (“SFAS 165”). The objective of SFAS 165 is to establish
general standards of accounting for, and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. SFAS 165 sets forth: (a) the period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements; (b) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements; and (c) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date.




The
Company has evaluated subsequent events through November 13, 2009, which
represents the date the financial statements were issued.




Effective
January 1, 2009, the Company adopted the following without any effect on the
consolidated financial statements.




Statement
of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS
141”), 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 non-controlling 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. 160. “Non-controlling Interest in
Consolidated Financial Statements – An Amendment of ARB No. 51” (“SFAS 160”),
establishes accounting and reporting standards for the non-controlling interest
in a subsidiary (previously referred to as minority interests). SFAS 160 also
requires that a retained non-controlling interest upon the deconsolidation of a
subsidiary be initially measured at its fair value. SFAS 160 also requires
reporting any non-controlling interests as a separate component of stockholders’
equity and presenting any net income allocable to non-controlling interests and
net income attributable to stockholders of the Company separately in its
consolidated statements of income.




8




9.
Related Party Transactions




As of
September 30, 2009, loan payable – officer was $99,477, payable on demand, with
interest at 5%, per annum.




In
October 2009, the stockholder/officer made an additional loan to the Company of
$2,500.





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
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.




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.




9




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.





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 in the first quarter of
2010.




Results
of Operations




Three
Months Ended September 30, 2009 Compared to Three Months Ended September 30,
2008




Operations
for the three months ended September 30, 2009 and 2008 consisted principally of
maintaining our public company status.




Net loss
for the three months ended September 30, 2009 was $24,117, compared to a loss of
$31,546 for the three-month period ended September 30, 2008. We had no
operations during either period and expenses consisted primarily of legal and
accounting fees.





Nine
Months Ended September 30, 2009 Compared to Nine Months Ended September 30,
2008




Operations
for the nine months ended September 30, 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 nine months ended September 30, 2009 was $95,929, compared to a loss of
$219,099 for the nine-month period ended September 30, 2008. We had no
operations during either period and expenses consisted primarily of legal and
accounting fees.





Liquidity
and Capital Resources




As of
September 30, 2009, we had negative working capital of $226,413, compared to
negative working capital of $147,312, at September 30, 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.




10




Impact
of Inflation




We
believe that inflation has not had a material impact on our results of
operations for the three and nine months ended September 30, 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:




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.




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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.





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 September 30, 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.





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.





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, 2008.





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





There
were no sales of unregistered securities during the three months ended September
30, 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.31.2
                  
                  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:
 November 13, 2009




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




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