**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, 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)







(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 November 14 , 2008,
      the registrant had 22,156,280 outstanding 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
            8ITEM
                3.Quantitative
                and Qualitative Disclosures About Market Risk
            10ITEM
                4T. Controls and Procedures
            10PART
                II. OTHER INFORMATIONITEM
                1. Legal Proceedings
            11ITEM
                1A. RiskFactors
            11ITEM
                2. Unregistered Sales of Equity Securities and Use of Proceeds
            11ITEM
                3. Defaults upon Senior Securities
            11ITEM
                4. Submission of Matters to a Vote of Security Holders
            11ITEM
                5. Other Information
            11ITEM
                6. Exhibits
            11SIGNATURES
            12







Alpha-En
        Corporation
 (Formerly
        Avenue Entertainment Group, Inc. and Subsidiaries)
 Index
        to
        Consolidated Financial Statements
  PageConsolidated
                  Balance Sheet as of September 30, 2008 (Unaudited)and
                  December 31, 2007
              2Consolidated
                  Statement of Operations for the three andnine
                  months ended September 30, 2008 and 2007 (unaudited)
              3Consolidated
                  Statement of Cash Flows for the ninemonths
                  ended September 30, 2008 and 2007 (unaudited)
              4Notes
                  to Consolidated Financial Statements (unaudited)
              5
  1




**ALPHA-EN
        CORPORATION**
 **(FORMERLY
        AVENUE ENTERTAINMENT GROUP, INC.)**


**CONSOLIDATED
      BALANCE SHEET**


**September 30,****2008**
              
              **December 31,****2007****(Unaudited)****ASSETS**Current
                  assetsCash
              
              $
              18,115
              
              $
              23,562Prepaid
                  Expenses
              
              
              -
              
              
              12,351TOTAL
                  ASSETS
              
              $
              18,115
              
              $
              35,913**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  liabilitiesAccounts
                  payable and accrued liabilities
              
              $
              150,005
              
              $
              36,481Due
                  to related party
              
              
              15,422
              
              
              18,422Total
                  Current Liabilities
              
              
              165,427
              
              
              54,903Loan
                  payable - officer
              
              
              3,565
              
              
              47,568TOTAL
                  LIABILITIES
              
              
              168,992
              
              
              102,471STOCKHOLDERS'
                  DEFICIT:Preferred
                  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;
                  19,796,030 and 11,582,000 shares issued andoutstanding
                  as of September 30, 2008 and 2008, respectively
              
              
              197,960
              
              
              115,820Additional
                  paid-in capital
              
              
              7,327,853
              
              
              7,245,713Accumulated
                  deficit
              
              
              (7,577,807
              )
              
              (7,358,708
              )Stock
                  subscription receivable
              
              
              (29,500
              )
              
              -Treasury
                  stock, at cost (798,918 shares ofcommon
                  stock)
              
              
              (69,383
              )
              
              (69,383
              )TOTAL
                  STOCKHOLDERS' DEFICIT
              
              
              (150,877
              )
              
              (66,558
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              18,115
              
              $
              35,913


See
        notes
        to consolidated financial statements
  2




**ALPHA-EN
      CORPORATION**


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


**CONSOLIDATED
      STATEMENT OF OPERATIONS**


**(Unaudited)**


**Three Months Ended**
              
              **Nine Months Ended****September 30,**
              
              **September 30,**2008
              
              2007
              
              2008
              
              2007Revenues
              
              $
              -
              
              $
              1,295
              
              $
              3,000
              
              $
              9,782General
                  and administrative expenses
              
              
              31,546
              
              
              35,099
              
              
              222,099
              
              
              56,116Net
                  loss
              
              $
              (31,546
              )
              $
              (33,804
              )
              $
              (219,099
              )
              $
              (46,334
              )Net
                  loss per share - basic and diluted
              
              
              *
              
              
              *
              
              $
              (0.02
              )
              
              *Weighted
                  average common shares outstanding -basic
                  and diluted
              
              
              19,047,370
              
              
              10,362,149
              
              
              14,070,457
              
              
              10,334,887


*
      Less
      than $.01 per share


See
        notes
        to consolidated financial statements
  3


**ALPHA-EN
      CORPORATION**


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


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**(Unaudited)**





**Nine Months Ended****September 30,****2008**
            
            **2007**Cash
                Flows From OperationsNet
                loss
            
            
            (219,099
            )
            
            (46,334
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Changes
                in operating assets and liabilities:Prepaid
                expenses
            
            
            12,351
            
            
            (28,657
            )Accounts
                payable and accrued expenses
            
            
            113,524
            
            
            1,956Net
                cash used in operating activities
            
            
            (93,224
            )
            
            (73,035
            )Cash
                Flows From Financing ActivitiesIncrease
                in loans payable - officer
            
            
            30,777
            
            
            46,895Decrease
                in due to related party
            
            
            (3,000
            )
            
            (9,782
            )Proceeds
                from sales of common stock (net ofsubscriptions
                receivable of $29,500 in 2008and
                $25,000 in 2007)
            
            
            60,000
            
            
            34,986Net
                cash provided by financing activities
            
            
            87,777
            
            
            72,099Decrease
                in cash from operations
            
            
            (5,447
            )
            
            (936
            )Cash
                - Beginning of period
            
            
            23,562
            
            
            1,448Cash
                - End of period
            
            $
            18,115
            
            $
            512Noncash
                Transaction:Common
                stock issued in exchange forcancellation
                of loan - payable officer
            
            $
            74,780




See
      notes
      to consolidated financial statements.




4


Alpha-En
        Corporation
 Notes
        to
        Consolidated Financial Statements
 September
        30, 2008
 (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.
  5
  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
        consolidated 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. 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
        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 the
        cancellation of the loan payable-officer.
  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.
  6
 
 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,
        the
        Company sold 1,475,000 shares of common stock to an officer/director for
        a
        subscription receivable of $29,500.
  On
        October 15, 2008, an additional 3,025,000 shares of the Company’s common stock
        were sold to the officer/director under the private placement.
  6.
        Fair
        Value Measurements
  Effective
        January 1, 2008, the Company adopted both SRAS 157 and SFAS 159 without any
        effect.
  Statement
        of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”
(“SFAS157), defines fair value, establishes a framework for measuring fair
        value, and expands disclosures about fair value measurements. SFAS 157 applies
        to other accounting pronouncements that require the use of fair value
        measurements. A fair value measurement assumes that the transaction to sell
        an
        asset or transfer a liability occurs in the principal market for the asset
        or
        liability, or, in the absence of a principal market, the most advantageous
        market for the asset of liability.
  SFAS
        No.
        159, “The Fair Value Option for Financial Assets and Financial Liabilities –
Including an Amendment of FASB Statement 115” (“SFAS 159”), permits an entity to
        elect to measure various financial instruments and certain other items at
        fair
        value that are not currently required to be measured at fair value. Unrealized
        gains and losses on items for which the fair value option has been elected
        should be reported in earnings at each subsequent reporting date.
  7.
        Related Party Transactions
  As
        of
        September 30, 2008, Loan payable – officer was $3,564, payable on demand, with
        interest at 5%, per annum.


7




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




Operations
      for the three months ended September 30, 2008 and 2007 are not comparable
      because, commencing in late 2007, we started the process of bringing our SEC
      filings current whereas during most of 2007, the company was
      dormant.





***Nine
      Months Ended September 30, 2008 Compared to Nine Months Ended September 30,
      2007***




Operations
      for the nine months ended September 30, 2008 and 2007 are not comparable
      because, commencing in late 2007, we started the process of bringing our SEC
      filings current whereas during most of 2007, the company was
      dormant.




8


**Liquidity
      and Capital Resources**




As
      of
      September 30, 2008, we had negative working capital of $147,312 compared to
      negative working capital of $14,726 at September 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 nine months ended September 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.




9




*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 September 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.




10




**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 September 30,
      2008**





In
      the
      quarter ended September 30, 2008, we sold an aggregate of 3,000,000 shares
      of
      our common stock for $60,000, or $.02 per share, to 4 accredited investors.
      Of
      these shares, 1,250,000 were purchased by Steven M. Payne, our President,
      500,000 were purchased by George McKeegan, our Vice President and Secretary,
      and
      1,475,000 were purchased by Jerome I. Feldman, our Chairman, Chief Executive
      Officer, Chief Financial Officer and Treasurer under a subscription agreement.





**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 Description3.1
              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 our 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 our quarterly report
                  on Form
                  10-Q, filed with the U.S. Securities and Exchange Commission on
                  August 14,
                  2008.
  11




**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 14, 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)




12