UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
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x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended June 30, 2009
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¨
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
to
Commission
File Number 001-12885
ALPHA-EN
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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95-4622429
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(State
or Other Jurisdiction
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(I.R.S.
Employer
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of
Incorporation or Organization)
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Identification
No.)
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120
White Plains Road, Tarrytown, New York
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10591
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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):
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Large
Accelerated Filer
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o
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Accelerated
Filer
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o
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Non-accelerated
Filer
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o
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Smaller
Reporting Company
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x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
As of
August 14, 2009, there were 25,821,030 shares of the issuer’s common stock
outstanding.
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Page
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PART
I. FINANCIAL INFORMATION
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ITEM
1. Financial
Statements
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1
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ITEM
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
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8
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ITEM
3. Quantitative and Qualitative Disclosures About Market Risk
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11
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ITEM
4T. Controls and
Procedures
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11
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PART
II. OTHER INFORMATION
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ITEM
1. Legal
Proceedings
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13
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ITEM
1A. Risk
Factors
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13
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ITEM
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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13
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ITEM
3. Defaults upon Senior
Securities
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13
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ITEM
4. Submission of Matters to a Vote of Security
Holders
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13
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ITEM
5. Other
Information
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13
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ITEM
6.
Exhibits
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13
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SIGNATURES
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15
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ITEM
1. Financial Statements
Alpha-En
Corporation
Index to
Consolidated Financial Statements
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Page
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Consolidated
Balance Sheet as of June 30, 2009 (unaudited)
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and
December 31, 2008
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2
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Consolidated
Statement of Operations for the three and six
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months
ended June 30, 2009 and 2008 (unaudited)
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3
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Consolidated
Statement of Cash Flows for the six
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months
ended June 30, 2009 and 2008 (unaudited)
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4
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Notes
to Consolidated Financial Statements (unaudited)
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5
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ALPHA-EN
CORPORATION
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CONSOLIDATED
BALANCE SHEET
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June
30, 2009
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December
31, 2008
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(Unaudited)
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ASSETS
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Current
assets
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Cash
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$ |
186 |
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$ |
22,172 |
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Prepaid
expenses
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12,277 |
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Total
current assets
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12,463 |
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22,172 |
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Intangible
assets
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250,000 |
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TOTAL
ASSETS
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$ |
262,463 |
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$ |
22,172 |
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LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
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Current
liabilities
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Accounts
payable and accrued expenses
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$ |
134,037 |
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$ |
111,589 |
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Note
payable
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10,953 |
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Loan
payable - stockholder/officer
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63,466 |
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32,264 |
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Due
to related party
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6,303 |
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8,803 |
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TOTAL
LIABILITIES
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214,759 |
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152,656 |
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STOCKHOLDERS'
EQUITY (DEFICIT)
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Preferred
stock, $.01 par value, 2,000,000 shares
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authorized;
none issued
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Class
B common stock, no par value, 1,000,000 shares
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authorized;
none issued
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Common
stock, $.01 par value, 35,000,000 shares
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authorized;
25,821,030 and 22,821,030 shares issued and
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outstanding
as of June 30, 2009 and December 31, 2008, respectively
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258,210 |
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228,210 |
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Additional
paid-in capital
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7,578,103 |
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7,358,103 |
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Accumulated
deficit
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(7,719,226 |
) |
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(7,647,414 |
) |
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Treasury
stock, at cost (798,918 shares of
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common
stock)
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(69,383 |
) |
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(69,383 |
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TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)
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47,704 |
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(130,484 |
) |
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TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$ |
262,463 |
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$ |
22,172 |
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See notes
to consolidated financial statements.
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ALPHA-EN
CORPORATION
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CONSOLIDATED
STATEMENT OF OPERATIONS
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(Unaudited)
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Three
Months Ended
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Six
Months Ended
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June
30,
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June
30,
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2009
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2008
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2009
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2008
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Revenues
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$ |
-
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$ |
1,500 |
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$ |
2,500 |
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$ |
3,000 |
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General
and administrative expenses
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(26,056 |
) |
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(93,200 |
) |
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(74,312 |
) |
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(190,553 |
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Net
loss
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$ |
(26,056 |
) |
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$ |
(91,700 |
) |
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$ |
(71,812 |
) |
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$ |
(187,553 |
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Net
loss per share - basic and diluted
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*
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$ |
(0.01 |
) |
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*
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$ |
(0.02 |
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Weighted
average common shares
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outstanding
- basic and diluted
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24,892,853 |
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11,582,000 |
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25,821,030 |
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11,582,000 |
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*
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Less
than $.01 per share
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See notes
to consolidated financial statements.
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ALPHA-EN
CORPORATION
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CONSOLIDATED
STATEMENT OF CASH FLOWS
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(Unaudited)
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Six
Months Ended
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June
30,
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2009
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2008
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Cash
Flows From Operations
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Net
loss
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$ |
(71,812 |
) |
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$ |
(187,553 |
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Adjustments
to reconcile net loss to net cash
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used
in operating activities:
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Changes
in operating assets and liabilities:
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Prepaid
expenses
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(12,277 |
) |
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10,529 |
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Accounts
payable and accrued expenses
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|
22,448 |
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138,504 |
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Net
cash used in operating activities
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(61,641 |
) |
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(38,520 |
) |
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Cash
Flows From Financing Activities
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Increase
in note payable
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15,440 |
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Payments
of note payable
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(4,487 |
) |
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Increase
in loan payable - stockholder/officer
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|
31,202 |
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28,277 |
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Decrease
in due to related party
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(2,500 |
) |
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(3,000 |
) |
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Net
cash provided by financing activities
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39,655 |
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25,277 |
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Decrease
in cash
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(21,986 |
) |
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|
(13,243 |
) |
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Cash
- Beginning of period
|
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|
22,172 |
|
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|
23,562 |
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Cash
- End of period
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|
$ |
186 |
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$ |
10,319 |
|
See notes
to consolidated financial statements.
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 Company's management discussion and analysis 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.
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
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”). SFAS 168 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. SFAS 168 is effective for interim and
annual periods ending on or after September 15, 2009. The adoption of this
pronouncement is not
anticipated to have a material impact on our 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 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 shall pay the licensor a fee equal
to all compensation received on the transfer.
The
License has been recorded at its fair value of $250,000, based on the
management’s projected net cash flows to be realized from sales of products
under the License.
5.
Notes Payable
On March
10, 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
June 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
In the
second quarter of 2009, the Company adopted SFAS 165 and FSP FAS 107-1 and APB
28-1 without any effect on the consolidated financial statements.
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 August 14, 2009, which represents the
date the financial statements were issued.
In April
2009, the FASB issued Staff Position No. 107-1 and APB No.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, this FSP requires comparative disclosures only for periods ending
after initial adoption.
Effective
January 1, 2009, the Company adopted SFAS No. 141(R) and 160 and FSP 141(R)-1
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 noncontrolling 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. “Noncontrolling Interest in
Consolidated Financial Statements – An Amendment of ARB No. 51” (“SFAS 160”),
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary (previously referred to as minority interests). SFAS
160 also requires that a retained noncontrolling interest upon the
deconsolidation of a subsidiary be initially measured at its fair
value. SFAS 160 also requires reporting any noncontrolling interests
as a separate component of stockholders’ equity and presenting any net income
allocable to noncontrolling interests and net income attributable to
stockholders of the Company separately in its consolidated statements of
income.
9. Related
Party Transactions
As of
June 30 2009, Loan payable – officer was $63,466, payable on demand, with
interest at 5%, per annum.
In July
2009, the stockholder/officer made an additional loan to the Company of
$15,000.
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.
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.
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 later in 2009.
Three
Months Ended June 30, 2009 Compared to Three Months Ended June 30,
2008
Operations
for the three months ended June 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.
Six
Months Ended June 30, 2009 Compared to Six Months Ended June 30,
2008
Operations
for the six months ended June 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 six months ended June 30, 2009 was $71,812, compared to a loss of
$187,533 for the six-month period ended June 30, 2008. We had no
operations during either period and expenses consisted primarily of legal and
accounting fees.
Liquidity
and Capital Resources
As of
June 30, 2009, we had negative working capital of $202,296, compared to negative
working capital of $178,266, at June 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.
Impact
of Inflation
We
believe that inflation has not had a material impact on our results of
operations for the three and six months ended June 30, 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.
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.
Evaluation
of Disclosure Controls and Procedures
We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act. Based upon that evaluation, our Chief Executive Officer and
the Chief Financial Officer have concluded that our disclosure controls and
procedures were not effective as of June 30, 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.
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.
ITEM 1. Legal
Proceedings
None
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 June 30,
2009.
None
None
None
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)
|
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act.
|
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act.
|
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act.
|
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act.
|
_____________
|
|
(1)
|
Incorporated
by reference to the exhibits included with 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.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated:
August 14, 2009
|
ALPHA-EN
CORPORATION
|
|
|
|
|
|
|
|
Jerome
I. Feldman
|
|
Chairman,
Chief Financial Officer and Treasurer
|
|
(principal
executive officer and principal financial and accounting
officer)
|
|
|