UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)


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




For the quarterly period ended March 31, 2011





 ̈
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)





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





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





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




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




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





As of May 20, 2011, there were 28,121,030 shares of the issuer’s common stock outstanding.





TABLE OF CONTENTS




PagePART I. FINANCIAL INFORMATIONITEM 1. Financial Statements
2ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
9ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
11ITEM 4. 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. Reserved
13ITEM 5. Other Information
13ITEM 6. Exhibits
13SIGNATURES
14







ITEM 1. Financial Statements


ALPHA-EN CORPORATION
 CONSOLIDATED BALANCE SHEET
 
 March 31, 2011


December 31, 2010(Unaudited)ASSETSCurrent assetsCash

$
278


$
804Prepaid expenses


110,542



3,127Total current assets


110,820



3,931Intangible assets


250,000



250,000TOTAL ASSETS

$
360,820


$
253,931LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable and accrued liabilities

$
117,868


$
100,818Loan payable - stockholder/officer


63,228



56,506Note payble


17,500



-Due to related party


1,779



1,993TOTAL LIABILITIES


200,375



159,317STOCKHOLDERS'  EQUITY:Preferred stock, $.01 par value, 2,000,000 shares authorized; none issuedClass B common stock, no par value, 1,000,000 shares authorized; none issuedCommon stock, $.01 par value, 35,000,000 shares authorized; 28,121,030 shares issued and outstanding in 2010 and 2011


281,210



278,210Additional paid-in capital


7,911,103



7,718,103Accumulated deficit


(7,962,485
)


(7,832,316
)Treasury stock, at cost (798,918 shares of common stock)


(69,383
)


(69,383
)TOTAL STOCKHOLDERS' EQUITY


160,445



94,614TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
360,820


$
253,931
 
 See notes to consolidated financial statements
  2
  ALPHA-EN CORPORATION
 CONSOLIDATED STATEMENT OF OPERATIONS
 (Unaudited)
 
 Three Months EndedMarch 31,2011


2010Revenues

$
214


$
721Research and development expense


(70,000
)


-General and administrative expenses


(60,383
)


(36,605
)Net loss

$
(130,169
)

$
(35,884
)Net loss per share - basic and diluted


*



*Weighted average common shares outstanding - basic and diluted


28,107,697



25,821,030
  *  Less than $.01 per share
  See notes to consolidated financial statements
  3
 
 ALPHA-EN CORPORATION
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (Unaudited)
 
 Three Months EndedMarch 31,2011


2010Cash Flows From OperationsNet loss

$
(130,169
)

$
(35,884
)Adjustments to reconcile net loss to net cash used in operating activities:Common stock issued for services


126,000



-Warrant granted for services


70,000



-Amortization


13,500



-Changes in operating assets and liabilities:Prepaid expenses


(120,915
)


(14,132
)Accounts payable and accrued expenses


17,050



24,623Net cash used in operating activities


(24,534
)


(25,393
)Cash Flows From Financing ActivitiesNote payable


17,500



12,925Increase in loan payable - stockholder/officer


6,722



11,285Decrease in due to related party


(214
)


(721
)Net cash provided by financing activities


24,008



23,489Decrease in cash


(526
)


(1,904
)Cash - Beginning of period


804



2,175Cash - End of period

$
278


$
271
 
 See notes to consolidated financial statements.
  4
  Alpha-En Corporation
 Notes to Consolidated Financial Statements (Unaudited)
  1. Organization and Operations
  Alpha-En Corporation (Company) was incorporated in Delaware on March 7, 1997 and had operated through its wholly-owned subsidiaries, Avenue Pictures, Inc. and its subsidiaries and Wombat Productions, Inc., through May 2, 2006.
  From May 2, 2006, through February 24, 2009, the Company had been inactive.
  On February 25, 2009, the Company was granted a license for an exclusive, worldwide, transferable, perpetual license to use certain proprietary technology for the processing of lithium for use in batteries and other fields.
  Commencing in October 2010, working through a third party, we conducted a series of tests to determine if the process works and, based on the results, we believe that the process is workable and commercially feasible (Note 6).
  2. Summary of Significant Accounting Policies
  Basis of presentation
 
 The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Company's management discussion and analysis in Item 2 of this report and in the Company's Form 10-K for the year ended December 31, 2010. 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.
  Fair Value of Financial Instruments
  The carrying values of cash, accounts payable and accrued expenses, loan payable, note payable and due to related party approximate their fair values because of the short-term maturity of these instruments.
  Intangible Assets
  Intangible assets are recorded at fair value and, as they have an indefinite life, will not be amortized.  The carrying value of the intangible assets will be evaluated by 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.
  Research and Development Expense
  Research and development costs are expensed as incurred. Research and development expenses consist of stock-based compensation paid to consultants and outside service providers for development costs relating to the design, development and testing of the processing of lithium for use in batteries and other fields.
 
 Share-Based Compensation
  The Company recognizes 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.  Common stock equivalents 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 common stock equivalent and the expected volatility of our common stock.
 
 New Accounting Pronouncements
  Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
  3. Going Concern and Management’s Plans
  The accompanying consolidated financial statements have been prepared assuming that Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had incurred operating losses, has negative working capital and no operating cash flow and future losses are anticipated.
  6
  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 (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.
  In exchange for the License, the Company:
  (1) issued 1,000,000 shares of common stock of the Company;
  (2) issued an additional 2,000,000 shares of common stock of the Company, which are restricted and subject to forfeiture if there has not been at least $1,000,000 in total commercial sales of licensed products within three years (Threshold);
  (3) will pay royalties of $1.00 per kilogram, of lithium products manufactured and sold, payable quarterly;
  (4) will pay royalties of $.01 per kilogram, of excess products manufactured and sold, payable quarterly;
  (5) will grant options to purchase up to a total of 19% (inclusive of previously issued shares) of the issued and outstanding shares of the Company upon the issuance of any additional shares after the date of the License.  These options are exercisable at the same prices as the shares sold or values received for five years from each grant date.  These grants are only issuable if the Threshold is met.
  Upon a transfer of the entire License, the Company shall pay the licensor a fee equal to 19% of all compensation received on the transfer.
  The License has been recorded at its fair value of $250,000 based on the management’s projected net cash flows to be realized from sales of products under the License.
  7
  5. Note Payable
  On March 11, 2011, in connection with the purchase of directors and officers liability insurance, the Company borrowed $12,171, payable in eight equal monthly installments of $1,613.93, including interest of 11.04%, per annum, through December 2011. The required cash deposit of $6,294 was accrued as of March 31, 2011 and paid in May 2011.
 
 6. Option Agreement
 
 On February 23, 2011 the Company entered into an Option Agreement ("Option") with a company, owned 25% by a stockholder/officer, which had been conducting research and development in connection with the commercial manufacture of lithium metal for use in batteries and other applications under the Company's proprietary license.
 
 In exchange for the rights to the research and development of and to further develop the lithium process, the Company granted an option to purchase 1,000,000 shares of its common stock exercisable at $.11, per share, for five years from the date of grant. The option was valued at $70,000 using the Black-Scholes Option-Pricing Model using the market price of our common stock on the date of valuation of $0.11, an expected dividend yield of zero, a term of five years, an annual risk-free interest rate of 2.21% and an expected volatility of 80.75%.
 
 The option is immediately exercisable and is subject to adjustment by the Company in the event there are any changes in the stock of the Company by reason of stock dividends, stock splits, reorganizations, mergers, consolidations, combinations, exchanges of shares or if the number and price of shares available under the Option should be equitably adjusted by the Company.
 
 7. Common Stock
 
 On January 4, 2011, the Company entered into a one year agreement with a public relations firm to provide investor relation services in exchange for 300,000 shares of common stock valued at $126,000, $0.42, per share, the fair value of the shares on the date of issuance.
  8. Related Party Transactions
  As of March 31, 2011, loan payable – stockholder/officer was $63,228, payable on demand, with interest at 5%, per annum.
  In April and May 2011, the Company borrowed an additional $9,500 and $8,000, respectively, from the stockholder/officer.
  An officer of the Company provides administrative space without rent.
  9. Income Taxes
  As of March 31, 2011, management has evaluated and concluded that there are no significant uncertain tax positions required recognition in the Company’s consolidated financial statements.
  8
 
 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations





This Management’s Discussion and Analysis of Financial Condition and Results of Operations section and other parts of this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve risks and uncertainties. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as “may”, “could”, “would”, “should”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, and similar expressions. Our actual results and the timing of certain events may differ significantly from the results and timing described in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed or referred to in the annual report on Form 10-K for the year ended December 31, 2010 and in subsequent period reports filed with the U.S. Securities and Exchange Commission, including this report. The following discussion and analysis of our financial condition and results of operations should be read in light of those factors and in conjunction with our accompanying financial statements, including the notes thereto.




Overview




For the last two years, we have been focused exclusively on efforts to develop a business centered around our metallic lithium battery technology.




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 applications.  We believe this technology allows for the manufacture of metallic lithium more efficiently and more inexpensively than current methods.




Commencing in October 2010, working through a third party, we conducted a series of tests in a production environment to determine if the process covered by the Amendola patent works.  The testing involved feeding lithium carbonate solution into an electrolysis tank containing a liquid metal cathode and an anode suspended in the lithium carbonate solution.  Based on the results of this preliminary testing, we believe that the process is workable and can be scaled-up to a commercially feasible level.




On February 23, 2011, we entered into an Option Agreement with MXL Leasing, LP to prepare for the commercial manufacture of lithium metal and, subject to the terms of a definitive agreement, commence commercial manufacturing of lithium metal.




Results of Operations




Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010




Operations for the three months ended March 31, 2011 and 2010 consisted principally of research and development and maintaining our public company status.




Net loss for the three months ended March 31, 2011 was $130,169, compared to a loss of $35,884 for the three-month period ended March 31, 2010.  We had no operations during either period and expenses consisted primarily of legal and accounting fees. We had an increase in research and development expenses of $70,000 for the three months ended March 31, 2011 as compared to no research and development expenses for the three months ended March 31, 2010.





Liquidity and Capital Resources




As of March 31, 2011, we had negative working capital of $89,555, compared to negative working capital of $245,843, at March 31, 2010.


9





We do not have sufficient funds to continue our operating activities. Future operating activities are expected to be funded by loans from officers, directors and major shareholders, until we begin to raise capital from non-officers or non-directors or generate cash flows from operations.




Off-Balance Sheet Arrangements




As of the date of this report, we have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.




Impact of Inflation




We believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 2011.  We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.




Application of Critical Accounting Policies and Estimates




The significant accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are as follows:




Consolidated Financial Statements




Our consolidated financial statements include the accounts our company and our wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated.




Fair Value of Financial Instruments




Our carrying values of cash, accounts payable and accrued expenses, loan payable, note payable and due to related party approximate their fair values because of the short-term maturity of these instruments.




Revenue Recognition




Participation rights related to both sales of assets are recognized as earned and reported by the purchasers of both assets.




Use of Estimates




The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.




10


Intangible Assets




Intangible assets, consisting of a license for an exclusive, worldwide, transferable, perpetual license to use certain proprietary technology for the processing of lithium for use in batteries and other fields,  have been recorded at fair value and, as they have an indefinite life, will not be amortized.  The carrying value of the intangible assets will be evaluated by us for impairment at least annually or upon the occurrence of an event which may indicated that the carrying amount may be greater than its fair value.  If impaired, we will write down such impairment.  In addition, the useful life of the intangible assets will be evaluated by us at least annually or upon the occurrence of an event which may indicate that the useful life may be definitive and we will commence amortization over such useful life.




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




Research and Development Expense




Research and development costs are expensed as incurred. Research and development expenses consist of stock-based compensation paid to consultants and outside service providers for development costs relating to the design, development and testing of the processing of lithium for use in batteries and other fields.




Income (Loss) per Common Share




Basic net income (loss) per share was computed by dividing the net income (loss) for the period by the basic weighted average number of shares outstanding during the period. Diluted net income (loss) per share was computed by dividing the net income (loss) for the period by the weighted average number and any potentially dilutive securities outstanding during the period.




Share-Based Compensation




We recognize compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Options are valued using the Black-Scholes Option-Pricing Model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the warrants and the expected volatility of our common stock.




Deferred Income Taxes




Deferred income taxes are provided for temporary differences between financial statement and income tax reporting under the liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse.  A valuation allowance is provided when it is more likely than not, that the deferred tax assets will not be realized.




New Accounting Pronouncements




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




ITEM 3. Quantitative and Qualitative Disclosures About Market Risk





Not required.


11


ITEM 4.Controls and Procedures





Evaluation of Disclosure Controls and Procedures


We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2011, 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.


12


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, 2010.





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





None of the transactions described below involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering, and the registrant believes that, except as set forth below, each transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.  All recipients had adequate access, though their relationships with the registrant, to information about the registrant.




On January 4, 2011, the registrant issued 300,000 shares of its common stock valued at $126,000, or $0.42 per share, to The Equity Group Inc. as payment for certain investor relations services.




ITEM 3. Defaults upon Senior Securities





None





ITEM 4. Reserved





ITEM 5. Other Information





None





ITEM 6. Exhibits





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





Exhibit Number and Description3.1

Restated Certificate of Incorporation. (1)3.2

Certificate of Amendment of the Restated Certificate of Incorporation. (2)3.3

By-Laws. (1)10.1

Option Agreement, dated as of February 23, 2011, between alpha-En Corporation and MXL Leasing, LP. (3)31.1

Certification of Chief Executive Officer and 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.




(3)
Incorporated by reference to exhibit 10.1 to Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on March 2, 2011.


13





SIGNATURES




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




Dated:  May 23, 2011




ALPHA-EN CORPORATIONBy:
/s/ Jerome I. FeldmanJerome I. FeldmanChairman, Chief Executive Officer, Chief

Financial Officer and Treasurer(principal executive officer and principal

financial and accounting officer)




14