<PAGE>
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                  FORM 10-K/A-1

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

                   For the fiscal year ended October 26, 2003

                         Commission File Number 0-14365

                         ------------------------------

                         Alpha Technologies Group, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                        76-0079338
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

            11990 San Vicente Blvd., Suite 350 Los Angeles, CA 90049
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: (310)566-4005

                     ---------------------------------------

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.03 par value
                              (Title of each class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) had been subject to such
filing requirements for the past 90 days. Yes [x] No [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [x]


     Aggregate market value of the voting stock held by non-affiliates of the
registrant. $ 5,499,202 at April 27, 2003

     Number of shares outstanding of each of the issuer's classes of Common
Stock, as of the latest practicable date.

     Common Stock, 7,110,336 shares outstanding at December 31, 2003.

             ------------------------------------------------------

<PAGE>

Item 7. Management's Discussion and Analysis of Operations and Financial
Condition is hereby amended to read in its entirety as follows:

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL
CONDITION.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations, estimates and projections about
the Company's business based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements due to numerous factors, including the
following: changes in demand for the Company's products, product mix, the timing
of customer orders and deliveries, the impact of competitive products and
pricing, excess or shortage of production capacity, compliance with covenants in
the Company's loan documents, ability to meet principal payments under those
loan documents and other risks discussed from time to time in the Company's
Securities and Exchange Commission filings and reports. In addition, such
statements could be affected by general industry and market conditions and
growth rates, and general domestic and international economic conditions. Such
forward looking statements speak only as of the date on which they are made, and
the Company does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances which may take place after the date
of this report.

OVERVIEW

We design, extrude, fabricate and sell thermal management and non-thermal
fabricated products for use in a variety of industries including automotive,
telecommunication, industrial controls, transportation, power supply, factory
automation, consumer electronics, aerospace, defense and microprocessor
industries. We extrude aluminum for our use in the production of thermal
management and non-thermal fabricated products and sell aluminum extrusions to a
variety of industries including the construction, sporting goods and other
leisure activity markets. Extruded aluminum is the primary raw material in the
production of thermal management and non-thermal fabricated products.

In January 2001, the Company acquired National Northeast Corporation ("NNE"),
which was engaged in the thermal management and aluminum extrusion business in
Pelham, New Hampshire. (SEE NOTE 2 TO THE CONSOLIDATED FINANCIAL STATEMENTS)
The Company integrated NNE into its Wakefield subsidiary.

TRENDS

Alpha's sales have declined from $67,914,000 for fiscal 2001, to $46,801,000 for
the fiscal year ended October 26, 2003. We believe this decline has been caused
by a severe downturn in the markets our products serve, principally electronics,
automotive and aluminum extrusion. Due to these sales declines, we have
experienced net losses for the fiscal years ended 2003 and 2002 of $15,598,000
and $11,428,000, which have included goodwill impairment of $13 million and
$15.6 million, respectively. As a result of reduced demand for our products, we
have made substantial reductions in operating expenses, particularly in the
number of employees.

CREDIT AGREEMENT

We are currently in compliance with all financial covenants contained in our
Credit Agreement, as amended, and believe we will continue to be in compliance
for the balance of 2004. However, we will need to achieve quarterly sales in
fiscal 2005 and 2006 of approximately $19 million, a level which we do not
currently believe to be


                                                                               1
<PAGE>

realistically achievable, in order to meet principal payment obligations in
fiscal 2005 and 2006 or we will need to negotiate for an extension of the
payment schedule and covenants. We intend to negotiate with our Lenders to
extend the Loan and revise the principal repayment schedule. In the event we
cannot negotiate an extension, we would be required to obtain alternative
financing. If the Lenders demand repayment and we cannot obtain alternative
financing, we may be required to file for bankruptcy protection.

IMPAIRMENT OF GOODWILL

The Company recorded a $13.0 million and $15.6 million goodwill impairment
charge in fiscal 2003 and 2002, respectively. As a result of these charges, the
Company no longer has any goodwill on its books.

CRITICAL ACCOUNTING POLICIES

The preparation of the Company's consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make judgements estimates and assumptions in certain
circumstances that affect the amounts reported in the consolidated financial
statements and related footnotes. We regularly evaluate the accounting policies
and estimates we use to prepare our financial statements. Estimates are used
for, but not limited to, revenue recognition, accounting for allowance for
doubtful accounts and sales returns, inventory reserves, and contingencies.
These estimates are based on historical experience and various assumptions that
we believe to be reasonable under the particular applicable facts and
circumstances. Actual results could differ from those estimates.

We consider our critical accounting policies to be those that (1) involve
significant judgements and uncertainties, (2) require estimates that are more
difficult for management to determine and (3) have the potential to result in
materially different outcomes under varying assumptions and conditions. Our
critical accounting policies include the following: allowance for sales returns,
provision for doubtful accounts, provision for inventory reserves, impairment of
long-lived assets, and accounting for income taxes.

REVENUE RECOGNITION

We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 requires that
four basic criteria be met before revenue can be recognized: 1) there is
persuasive evidence that an arrangement exists; 2) delivery has occurred; 3) the
fee is fixed or determinable; and 4) collectibility is reasonably assured. We
recognize revenue upon determination that all criteria for revenue recognition
have been met, which is generally considered to have occurred upon shipment of
the finished product.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Alpha regularly analyzes its customer accounts and, when it becomes aware of a
specific customer's inability to meet its financial obligations to the Company,
records a specific provision for uncollectible accounts to reduce the related
receivable to the amount that is estimated to be collectible. The Company also
records and maintains a provision for doubtful accounts for customers based on a
variety of factors including the Company's historical experience, the length of
time the receivable has been outstanding and the financial condition of the
customer. If circumstances related to specific customers were to change, the
Company's estimates with respect to the collectibility of the related
receivables could be further adjusted. Historically, losses in the aggregate
have not exceeded management's expectations.

                                                                               2
<PAGE>

ALLOWANCE FOR SALES RETURNS

Allowances for sales returns are provided in the period in which the related
sale is recognized. The allowance for sales returns is based on our analysis of
trends in product returns. While we believe that our allowance for sales returns
is adequate and that the judgment applied is appropriate, if the historical data
used to calculate these estimates do not properly reflect future returns,
additional provision for sales returns may be required, and revenues in that
period could be adversely affected. Historically, sales returns have not been
significant in any period presented.

INVENTORIES AND INVENTORY RESERVES

Inventories are stated at the lower of cost or market and are costed using the
first-in, first-out method. Inventory reserves have been established for excess
and obsolete items. Inventory purchases and commitments are based upon future
demand forecasts for our products and our current level of inventory. If there
is a sudden and significant decrease in demand for our products or there is a
higher risk of inventory obsolescence because of rapidly changing technology and
requirements, we may be required to increase our inventory reserve and as a
result, our gross profit margin could be adversely affected.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company assesses the impairment of long-lived assets, identifiable
intangible assets and goodwill whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. Indicators of
impairment considered by management include damage or obsolescence, plans to
discontinue use or restructure, adverse changes in technology or in the market
place, and poor economic performance compared with original plans. If future
cash flows (undiscounted and without interest charges) expected to be generated
by an assets use or disposition are not sufficient to support the recorded value
of assets, an impairment loss is recognized to reduce the carrying value of
long-lived assets to their estimated fair value.

INCOME TAXES

The Company provides for income tax expense or benefit in interim periods using
the rate expected to be in effect for the entire year. Changes in the estimated
tax rate for a fiscal year are recorded in the period in which they occur. We
record valuation allowances to reduce our deferred income tax assets to an
amount that we believe is more likely than not to be realized. We consider
estimated future taxable income and ongoing prudent and feasible tax planning
strategies in assessing the need for a valuation allowance. If we were to
determine that we will not realize all or part of our deferred income tax assets
in the future, we would make an adjustment to the carrying value of the deferred
income tax asset, which would be reflected as an income tax expense. Conversely,
if we were to determine that we will realize a deferred income tax asset, which
currently has a valuation allowance, we would reverse the valuation allowance
which would be reflected as an income tax benefit in our financial statements.

RESULTS OF OPERATIONS

The following discussion reflects results from continuing operations, which
includes the thermal management and non-thermal fabricated products and aluminum
extrusion products including the operating results of NNE since acquisition and
Alpha corporate expenses.


                                                                               3
<PAGE>

Fiscal Year 2003 versus Fiscal Year 2002 Comparison

<TABLE>
<CAPTION>
                                                                             %
                                          OCTOBER 26,    OCTOBER 27,     INCREASE
                                             2003           2002        (DECREASE)
                                          -----------    -----------    ----------
<S>                                        <C>          <C>             <C>
Sales                                        $46,801      $55,574        (15.8%)

Gross Profit                                  $5,086       $8,231        (38.2%)

Gross Profit as a % of Sales                    10.9%        14.8%       (26.6%)

Research and Development                        $396         $496        (20.2%)

Selling, General and Administrative           $5,837       $6,117         (4.6%)

SG&A as a % of Sales                            12.5%        11.0%        13.3%

Impairment of Goodwill                       $12,980      $15,602        (16.8%)

Impairment of Other Intangible Asset            $323           --          100%

Interest Expense                              $2,042       $2,510        (18.6%)

Costs Associated with Debt Modifications          --        $(561)        (100%)

Net Loss                                    $(15,598)    $(11,488)        35.8%

</TABLE>


Net (Loss) Income. The Company reported a net loss for fiscal 2003 of $15.6
million which included the following items: a goodwill impairment charge of $13
million, and an intangible asset impairment charge of $323,000. The Company
reported net loss for fiscal 2002 of $11.5 million, which included the following
items: a goodwill impairment charge of $15.6 million, a loss on the sale of land
and building of $2.1 million, and losses associated with debt modifications of
$561,000.

Sales. The Company's sales for fiscal year 2003 decreased by $8.8 million to
$46.8 million from $55.6 million for fiscal year 2002. Management believes that
this decrease was primarily due to reduced demand for the Company's products
resulting from the weakness in the economy, particularly in the electronics,
automotive and aluminum extrusion markets. The Company does not manage its
business or track revenues by industry. However, sales to automotive customers
declined from $9.2 million to $6.9 million; extrusion sales declined from $11.0
million to $9.8, and sales to all other customers declined by $5.3 million from
2002 to 2003.

Gross Profit. The Company's gross profit margin for fiscal year 2003 was 10.9%
of revenue compared to 14.8% of revenue for fiscal year 2002. This continued the
trend in gross margin declines from 20.6% in fiscal 2001. The principal reason
for the decline is reduced unit volume and decreased unit prices for some of our
products resulting from reduced demand for our products and increased price
competition. To combat the reduction in sales, the Company has reduced its
indirect labor headcount from 160 in March 2001 to 105 in October 2003. This has
resulted in annual savings of approximately $3.5 million. We believe that, at
October 27, 2003, we had the minimum number of employees necessary to sustain
sales at the levels that existed at that time. We also have negotiated price
reductions with substantially all of our vendors except for aluminum suppliers
(which accounted for approximately 38% of the cost of goods sold during fiscal
2003) and landlords (the allocable portion of rents account for 3% of our cost
of goods sold during fiscal year). Despite these measures, gross profit
percentage decreased as a result of proportionately higher fixed costs such as
rent, depreciation and insurance relative to sales for the period.

                                                                               4
<PAGE>

Research and Development. Research and development expenses for fiscal year 2003
were $396,000 compared to $496,000 for the same period last year. The decrease
was primarily due to lower labor costs and containment of expenses.

Selling, General and Administrative. Selling, general and administrative
expenses for fiscal 2003 were $5.8 million or 12.5% of sales as compared to $6.1
million or 11.0% of sales for fiscal 2002. SG&A expenses in absolute dollars
decreased by $280,000. This decrease was the result of decreases in commission
costs, amortization expense, compensation costs, legal fees and certain employee
benefit costs. Decreases in commission costs were due to decreased sales. The
decrease in amortization expense was due to the write-off of an intangible asset
which was determined to be impaired. Decreases in the other expense categories
were due to the Company's continued efforts to contain costs. As a percentage of
sales, SG&A increased principally as a result of lower sales.

Impairment of Goodwill. The Company recorded a $13.0 million and a $15.6 million
goodwill impairment charge in fiscal 2003 and fiscal 2002, respectively. As a
result of these charges, the Company no longer has any goodwill on its books.
The goodwill was principally ($28.6 million) related to our acquisition of NNE
in 2001.

Impairment of Other Intangible Asset. The Company recorded a $323,000 impairment
charge in fiscal 2003 related to an intangible asset related to a non-compete
agreement which management determined would no longer have any value.

Interest Expense. Interest expense was $2,042,000 for fiscal 2003 compared to
$2,510,000 for fiscal 2002. This decrease was due to lower interest rates and
lower average outstanding borrowings.

Costs Associated with Debt Modifications. The Company recorded a $561,000 charge
in fiscal 2002 resulting from amendments to Credit Agreements with its Lenders
which revised certain financial covenants and waived certain events of
non-compliance.

(Benefit) Provision for Income Tax. Benefit for income tax was $883,000 for
fiscal 2003 compared to a benefit of $7.6 million for fiscal 2002. The effective
income tax rate for fiscal 2003 was 5.4% compared to 39.9% reported for fiscal
2002. The Company evaluates the recoverability of its recorded deferred tax
assets each reporting period and provides valuation allowances where necessary
for assets not likely to be recovered. The Company increased its valuation
allowance by $5.6 million in fiscal 2003 because management determined that, due
to the Company's recent losses (see Net (Loss) Income above), and the continued
weak demand for our products evident at fiscal year end, it was more likely than
not that we would not have sufficient earnings in the foreseeable future to
fully utilize the Company's available net operating loss carry-forward.


                                                                               5
<PAGE>

Fiscal Year 2002 versus Fiscal Year 2001 Comparison

The results of operations for fiscal 2001 have been reclassified to reflect the
results of operations from Malco Technologies, Inc. as discontinued operations.
See introductory paragraphs in "Selected Financial Data".

<TABLE>
<CAPTION>
                                                                                  %
                                                 OCTOBER 27,   OCTOBER 28,     INCREASE
                                                    2002         2001         (DECREASE)
------------------------------------------       -----------   ----------     ----------
<S>                                                <C>           <C>            <C>
Sales                                              $55,574       $67,914         (18.2%)

Gross Profit                                        $8,231       $13,974         (41.1%)

Gross Profit as a % of Sales                          14.8%         20.6%        (28.0%)

Research and Development                              $496          $926         (46.4%)

Selling, General and Administrative                 $6,117        $9,031         (32.3%)

SG&A as a % of Sales                                  11.0%         13.3%        (17.2%)

Impairment of Goodwill                             $15,602            --           100%

Restructuring and Other
Non-Recurring Charges                                   --          $822          (100%)

Interest Expense                                    $2,510        $2,546          (1.4%)

Costs Associated with Debt Modifications             ($561)        ($650)        (13.7%)

Net (Loss) Income                                 ($11,488)         $305       (3864.9%)
</TABLE>


Net (Loss) Income. The Company reported a net loss for fiscal 2002 of $11.5
million which includes the following items: goodwill impairment charge of $15.6
million, a loss on the sale of land and building of $2.1 million, and losses
associated with debt modifications of $561,000. The loss reflects a benefit for
income taxes of $7.6 million. The loss before such benefit was $19.1 million.
Net Income for fiscal 2001 of $305,000 included the following items: a gain from
the sale of the Company's subsystems business of $277,000, net of tax, a loss
from discontinued operations of $79,000, net of tax, and losses associated with
debt and modifications of $650,000.

Sales. The Company's sales for fiscal year 2002 decreased by 18.2% to $55.6
million from $67.9 million for fiscal year 2001 (which includes NNE sales from
January 9, 2001, the date of acquisition). Although the Company does not prepare
separate financial statements for the business previously conducted as NNE,
management believes that sales declined in both the NNE business as well as in
its previously existing business. Management believes that this decrease was due
to reduced demand for the Company's products resulting from the weakness in the
economy, particularly in the telecom, networking, electronics and industrial
controls markets.

Gross Profit. The Company's gross profit for fiscal year 2002 was 14.8% compared
to 20.6% for fiscal year 2001. The Company implemented many cost cutting
measures over fiscal 2002 to improve operating results, including employee
layoffs, tight expense controls and improved factory efficiencies. Despite these
improvements, gross profit decreased as a result of revenues decreasing by $12.3
million while fixed overhead costs such as depreciation, lease expense and
insurance remained relatively unchanged.

Research and Development. Research and development expenses for fiscal year 2002
were $496,000 compared to $926,000 for the same period last year. The decrease
was primarily due to the reduction in headcount and travel related expenses.


                                                                               6
<PAGE>

Selling, General and Administrative. Selling, general and administrative
expenses for fiscal 2002 were $6.1 million or 11.0% of sales as compared to $9.0
million or 13.3% of sales for fiscal year 2001. SG&A expenses in absolute
dollars decreased by $2.9 million primarily due to decreases in goodwill
amortization, commission expense and compensation costs. Decreases in goodwill
amortization was the result of the Company's adoption of SFAS No. 142. Decreases
in commission expense is due to decreased sales. Decreases in compensation costs
is the direct result of headcount reductions.

Impairment of Goodwill. The Company recorded a $15.6 million goodwill impairment
charge in the third quarter of fiscal 2002. The Goodwill of the Company is
tested for impairment annually on June 1st and between annual tests if an event
occurs or circumstances change that could result in impairment.

Loss on Sale of Land and Building. The Company sold its Pelham, New Hampshire
manufacturing facility as part of a sale and leaseback transaction. The sales
price of the facility was $4,750,000. In connection with the sale and leaseback
transaction, the Company issued warrants to purchase an aggregate of 250,000
shares of Common Stock at an exercise price of $1.42 per share. The warrants
were valued at approximately $274,000 using the Black Sholes method. The book
value of the land, buildings and improvements was approximately $6.3 million.
Selling costs were approximately $300,000, excluding the value of the warrants.
The loss on the sale of the property was $2.1 million ($1.3 million, net of
tax).

Costs Associated with Debt Modifications. The Company recorded charges of
$561,000 and $650,000 during fiscal 2002 and fiscal 2001, respectively,
resulting from amendments to Credit Agreements with its Lenders which revised
certain financial covenants and waived certain events of non-compliance.

Interest and Other Income (net). Interest income was $30,000 for the fiscal year
2002 compared to $201,000 for fiscal year 2001. The decrease in income was due
to lower interest income associated with lower cash balances on hand during the
period. The Company recorded other income(net)in fiscal 2001 of $72,000 which
was due primarily to the gain on the sale of certain equipment no longer being
used in the business.

(Benefit) Provision for Income Tax. Benefit for income tax was $7.6 million in
fiscal year 2002 compared to an income tax provision of $165,000 for fiscal year
2001. The effective income tax rate for fiscal year 2002 was 39.9% compared to
60.7% for fiscal year 2001.

Gain on Sale of Discontinued Operation. Gain on sale of discontinued operations
was the result of the Company's sale of Malco Technologies Group, Inc. in fiscal
year 2001.

INCOME TAXES

On October 26, 2003, the Company had pre tax operating loss carry forwards for
both Federal and State of approximately $16,120,000 available to reduce future
taxable income , unused investment and research and development tax credits of
approximately $208,000 and $228,000 of alternative minimum tax credits available
to offset future Federal income taxes. The Federal net operating loss carry
forwards will expire from 2017 to 2021, the investment tax credit and research
and development tax credit carry forwards will expire from 2004 to 2006, and the
alternative minimum tax credit has no expiration. The state net operating loss
carry forwards will expire from 2004 to 2007.

The Company currently carries deferred tax assets of approximately $10.0
million, net of valuation allowances of $6.1 million. The Company evaluates the
recoverability of its deferred tax assets each reporting period and provides
valuation allowances for assets not likely to be realized. Realization of these
assets is predicated on a return of the Company to sustain profitability and the
generation of sufficient taxable income to absorb these tax assets. Effective in
the third quarter of 2003, the Company began to provide valuation allowances
against newly generated loss carryforwards, as the Company's operating history
had led to a conclusion that these newly generated assets were less likely of
realization than those already recognized. In the event that the Company's
operations improve, the valuation allowances against


                                                                               7
<PAGE>

these assets may be reversed, which would increase income. Conversely, in the
event that the Company's operations deteriorate, further valuation allowances
against previously recognized assets may be required.

LIQUIDITY AND CAPITAL RESOURCES

Credit Facilities

On January 9, 2001, the Company and its subsidiaries, as guarantors, entered
into a Credit Agreement (the "Credit Agreement") with several banks and other
financial institutions ("the Lenders"). Loans under the Credit Agreement consist
of a revolving credit facility and a term loan, and are secured by a first lien
on and the assignment of all of the Company's assets. Under the Credit
Agreement, the Company must meet certain covenants.

The Credit Agreement has been amended seven times to revise various financial
covenants, revise principal payment schedules and to waive certain events of
covenant non-compliance. The Company has paid various cash fees and has issued
warrants to purchase 258,225 shares of the Company's Common Stock to the Lenders
in connection with the amendments.

On February 5, 2003, the Company and its Lenders entered into a Fifth Amendment
to the Credit Agreement which revised the Maximum Leverage Ratio and Fixed
Charge Coverage Ratio for the balance of fiscal year 2003 and fiscal year 2004.
The Lenders waived the non-compliance with the Maximum Leverage Ratio and Fixed
Charge Coverage Ratio covenants at January 24, 2003. On May 23, 2003, the
Company and its Lenders entered into a Sixth Amendment to the Credit Agreement
which revised the Maximum Leverage Ratio and Fixed Charge Coverage Ratio for the
balance of fiscal year 2003 and fiscal year 2004. The Lenders waived the
non-compliance with the Maximum Leverage Ratio and Fixed Charge Coverage Ratio
covenants at April 27, 2003. On September 5, 2003, the Company and its Lenders
entered into a Seventh Amendment to the Credit Agreement which revised the
Maximum Leverage Ratio and Fixed Charge Coverage Ratio for the balance of fiscal
year 2003 and fiscal year 2004 to levels that management believes the Company
will be able to achieve. The Lenders waived the non-compliance with the Maximum
Leverage Ratio and Fixed Charge Coverage Ratio covenants at July 27, 2003, added
new Minimum EBITDA and Interest Coverage covenants for the remainder of fiscal
year 2003 and fiscal year 2004, revised the allowable amounts to be spent on
capital expenditures for fiscal years 2003 and 2004 and eliminated the Minimum
Net Worth requirement. At October 26, 2003, the Company was in compliance with
all covenants under the Credit Agreement.

For periods ending on or after April 1, 2004, interest on the revolving credit
facility and term loan will increase by .5% at maximum financial leverage
levels. Lastly, the September 5, 2003 amendment reduced the principal payments
from $750,000 to $250,000 per quarter for the remainder of fiscal year 2003 and
from $1,500,000 to $250,000 per quarter for fiscal year 2004. The maturity date
of the revolver was extended from June 2004 to January 2005. The term debt
continues to mature on January 2006 at which time a final balloon payment of
$11.0 million will be due.

Principal payments under the term loan are due as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
                   Fiscal Year 2004    Fiscal Year 2005  Fiscal Year 2006
--------------------------------------------------------------------------

<S>                     <C>               <C>              <C>
First Quarter           $250,000          $1,800,000       $11,000,000
--------------------------------------------------------------------------

Second Quarter          $250,000          $1,800,000                --
--------------------------------------------------------------------------

Third Quarter           $250,000          $1,800,000                --
--------------------------------------------------------------------------

Fourth Quarter          $250,000          $1,800,000                --
--------------------------------------------------------------------------

Totals                $1,000,000          $7,200,000       $11,000,000
---------------------------------------------------------- ---------------
</TABLE>

                                                                               8
<PAGE>

Under the Amended Credit Agreement, the revolving credit facility accrues
interest on outstanding borrowings at LIBOR plus 3.5% (4.67% on October 26,
2003) and expires in January 2005. There is also an unused line fee equal to
..75% per annum. The Company may borrow up to the lesser of $5 million or 60% of
eligible accounts receivable ($3.3 million at October 26, 2003), as defined by
the Amended Credit Agreement. As of October 26, 2003, $3.2 million has been
drawn and is outstanding on the revolving credit facility.

     The Amended Credit Agreement contains the following financial and other
covenants with which the Company must comply:

<TABLE>
<CAPTION>
                         MAXIMUM                MINIMUM
      QUARTER           FINANCIAL             FIXED CHARGE        MINIMUM INTEREST     MINIMUM
      ENDING         LEVERAGE RATIO (a)     COVERAGE RATIO (b)   COVERAGE RATIO (c)   EBITDA (d)
      ------         ------------------     ------------------   ------------------   -----------

<S>                  <C>                    <C>                  <C>                  <C>
October 26, 2003          11.0:1                     --(e)            0.70:1          $  350,000
January 25, 2004          11.0:1                 0.60:1               1.00:1             520,000
April 25, 2004            11.0:1                 0.70:1               1.20:1           1,220,000
July 25, 2004             10.3:1                 0.70:1               1.20:1           1,730,000
October 31, 2004           8.1:1                 0.85:1               1.50:1           2,620,000
Thereafter                1.75:1                 0.85:1                   --                  --
</TABLE>


     (a)  The maximum financial leverage ratio is calculated by dividing funded
          debt by EBITDA.

     (b)  The minimum fixed charge coverage ratio is calculated by dividing
          EBITDA minus Capital Expenditures by fixed charges.

     (c)  The minimum interest coverage ratio is calculated by dividing EBITDA
          by interest expense.

     (d)  Compliance with the minimum EBITDA covenant is measured on a
          cumulative basis for fiscal year 2004


     (e)  The minimum financial leverage ratio was waived for the fourth quarter
          of 2003.

In addition, capital spending was limited to $450,000 for fiscal year 2003, and
is limited to $300,000 for fiscal year 2004, $1.0 million for fiscal year 2005,
and $1.0 million each year thereafter. The Amended Credit Agreement does not
permit the Company, or its subsidiaries, to declare or pay dividends.

A portion of the outstanding term loan, $12.0 million on October 26, 2003, is
covered by an interest rate swap (the "hedged loan"). The hedged loan accrues
interest at a fixed rate of 8.47%. The balance of the term loan not covered by
the swap, $7.2 million on October 26, 2003, consists of a note which accrues
interest at the relevant LIBOR rate plus 3.5% (4.64% at October 26, 2003).

Cash Flow Information

On October 26, 2003, the Company had cash of approximately $1,677,000 compared
to $751,000 on October 27, 2002. For fiscal year 2003, $3,918,000 was provided
by operating activities of which $2,650,000 was used to pay down $2,500,000 of
long-term debt and $150,000 of bank fees related to the amendments made to the
Credit Agreements. For fiscal year 2002, $2,772,000 was provided by operating
activities and $4,490,000 was provided from investing activities as a result of
the net proceeds received from the sale and leaseback of its Pelham, New
Hampshire facility. Cash flows generated from operations and investing
activities in fiscal 2002 were used to pay down $8,750,000 of long-term debt and
$656,000 of bank fees related to the amendments made to the Credit Agreements.
The increase in cash provided from operating activities for fiscal 2003 compared
to fiscal 2002 was due primarily to lower accounts receivable


                                                                               9
<PAGE>


and inventory balances at October 26, 2003 compared to October 27, 2002. Capital
purchases for fiscal 2003 were $390,000 compared to $459,000 for fiscal 2002.
Working Capital was $9.5 million at both October 26, 2003 and October 27, 2002.
Assuming that sales do not decline below those levels experienced in the fourth
quarter of fiscal 2003, the Company believes that its available cash,
anticipated cash flow from operations and borrowings under its revolving credit
facility will be sufficient to fund operations over the next twelve months.
While the limit on borrowings may hamper our ability to finance working capital
needs as demand for our products increases, we currently have availability to
finance those needs at quarterly sales levels of $15-16 million.

Contractual Obligations

The following table summarizes the contractual obligations by Company's fiscal
year:

<TABLE>
<CAPTION>

Contractual Obligations                         2004      2005      2006     2007    2008   Thereafter   Total
-----------------------                         ----      ----      ----     ----    ----   ----------   -----
                                                                      (in thousands)
<S>                                           <C>      <C>       <C>        <C>     <C>     <C>      <C>
Long-term debt obligations                    $1,000    $10,400   $10,950   $    -  $    -    $    -    $22,350
Operating lease obligations                    1,810      1,487     1,233    1,236   1,246     7,060     14,072
Employment contract obligations                  845        720       720        -       -         -      2,285
Amounts committed for capital expenditures        50          -         -        -       -         -         50
                                              ------    -------   -------   ------  ------    ------    -------
Total                                         $3,705    $12,607   $12,903   $1,236  $1,246    $7,060    $38,757
                                              ======    =======   =======   ======  ======    ======    =======
Interest on long-term debt obligations        $1,833    $ 1,698   $   335        -       -         -    $ 3,866

</TABLE>

In addition to the foregoing, the Company anticipates that it will make capital
expenditures of up to $250,000 during fiscal 2004.

Results of Operations

The Company's cash flow has been affected by the economic downturn. In response
to the reduction in revenue, the Company has taken a number of steps to improve
operational efficiency and profitability, including reductions in head count at
several of our facilities. These steps, coupled with the changes to our credit
facilities discussed above, should provide sufficient liquidity to fund
operations for at least the next twelve months assuming that there is no further
decline in revenues from levels experienced during the fourth quarter of fiscal
2003.

Sale Leaseback with Related Party

On October 1, 2002, the Company's wholly-owned subsidiary, Wakefield Thermal
Solutions, Inc. ("Wakefield") entered into a sale and leaseback transaction for
its 171,235 square foot Pelham, New Hampshire manufacturing facility (the
"Property"). Wakefield sold the Property to 33 Bridge Investors, LLC ("33
Bridge"), a newly-formed entity in which Marshall D. Butler, a director of the
Company owns 50% of the equity interest, for a purchase price of $4,750,000. In
connection with the sale and leaseback transaction, the Company issued warrants
to purchase an aggregate of 250,000 shares of Common Stock, par value $.03 per
share, of the Company to the members of 33 Bridge, including warrants to
purchase 125,000 shares of Common Stock to Marshall D. Butler, at an exercise
price of $1.42 per share. The warrants were valued at approximately $274,000
using the Black Scholes method. The book value of the land, buildings and
improvements was approximately $6.3 million. Selling costs were approximately
$300,000, excluding the value of the warrants.

Effective on October 1, 2002, 33 Bridge and Wakefield entered into a lease
whereby Wakefield leased the Property from 33 Bridge for 15 years at an initial
rent of $630,000 per year with annual increases between 2% and 2.5% per annum.
Wakefield is responsible for operating expenses including taxes, utilities,
insurance and maintenance. As a result of the transaction, the Company expects
annual expenses initially to increase by $325,000 representing the difference
between rental expense


                                                                              10
<PAGE>

and interest and depreciation expense. The obligations of Wakefield under the
lease are guaranteed by the Company.

The purchase price and other terms of the sale and leaseback transaction were
the result of negotiations between representatives of the Company and
representatives of 33 Bridge. The terms of the transaction were negotiated and
approved by the members of the Audit Committee of the Company constituted as a
Special Committee of Independent Directors.

The Company applied the net proceeds of the sale and leaseback transaction to
its $5,000,000 principal payment made on October 1, 2002 pursuant to its Credit
Agreement, dated December 26, 2000, as amended (the "Credit Agreement").

Lease Commitments

The Company has operating lease commitments for certain office equipment and
manufacturing, administrative and support facilities. Minimum lease payments
under noncancellable leases, including amounts related to the sale leaseback
discussed above, are as follows:

<TABLE>
<CAPTION>
                                                          Total
                                                      --------------
                                                      (in thousands)
<S>                                                  <C>
Fiscal year ending October:
2004 ..............................................      $ 1,810
2005 ..............................................        1,487
2006 ..............................................        1,233
2007 ..............................................        1,236
2008 ..............................................        1,246
Thereafter ........................................        7,060
                                                         -------
Minimum lease payments ............................      $14,072
                                                         =======
</TABLE>


                                                                              11
<PAGE>

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA is hereby amended to read in
its entirety as set forth below. The financial statements and supplementary data
included in Item 8 below have not been restated, but include additional
disclosure.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Financial statements and supplementary data required pursuant to this Item
8 are presented on pages F-1 through F-23 of this report.


                                                                              12
<PAGE>

Item 11. Executive Compensation is hereby amended to read in its entirety as
follows:

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or accrued for services
rendered in all capacities on behalf of the Company during the last three fiscal
years to the current executive officers who received compensation in excess of
$100,000 during the fiscal year ended October 26, 2003.

<TABLE>
<CAPTION>
                                        ANNUAL COMPENSATION                LONG TERM COMPENSATION
                                                                                   AWARDS
                                                                                 SECURITIES
                                 FISCAL                                          UNDERLYING     ALL OTHER
NAME AND PRINCIPAL POSITION       YEAR      SALARY       BONUS       OTHER      OPTIONS/SARS   COMPENSATION
---------------------------      ------    --------     --------    -------     ------------   ------------
<S>                              <C>       <C>          <C>         <C>          <C>           <C>
Lawrence Butler                   2003     $260,000     $     --    $    --       520,000(1)    $14,400(2)
     Chairman and                 2002      245,375(3)        --         --            --        16,664(2)
     Chief Executive Officer      2001      250,250           --         --       125,000        17,550(2)

Robert C. Streiter                2003      260,000      100,000         --       475,000(1)      8,200(4)
     President and                2002      245,375(3)        --         --            --        12,700(4)
     Chief Operating Officer      2001      250,250           --         --       125,000        12,888(4)

Steve E. Chupik                   2003      128,400           --         --        70,267(1)      8,200(6)
     Vice President               2002      128,400           --         --            --        11,813(6)
     Administration               2001      128,400           --     12,346(5)     10,000        13,220(6)

James J. Polakiewicz              2003      125,000       25,000      3,305(5)     71,275(1)         --
     Chief Financial              2002      127,467           --         --            --         4,130(7)
     Officer(8)                   2001      115,000       10,000         --        20,000         3,690(7)
</TABLE>

--------------
(1)  Represents new options which were granted under the Company's 1994 Plan in
     exchange for existing options outstanding.

(2)  Represents car allowance of $14,400 for fiscal 2003; represents car
     allowance of $14,400 and 401(k) Employer Matching Contribution of $2,264
     for fiscal 2002; represents car allowance of $14,400 and 401(k) Employer
     Matching Contribution of $3,150 for fiscal 2001.

(3)  Both Mr. Butler and Mr. Streiter took a voluntary salary reduction equal to
     85% of their base salary for a portion of fiscal year 2002.

(4)  Represents car allowance of $8,200 for fiscal 2003; represents car
     allowance of $7,200 and 401(k) Employer Matching Contribution of $5,500 for
     fiscal 2002; represents car allowance of $8,200 and 401(k) Employer
     Matching Contribution of $4,688 for fiscal 2001.

(5)  Represents accrued vacation payments.

(6)  Represents car allowance of $7,200 and medical insurance waiver of $1,000
     for fiscal 2003; represents car allowance of $7,200, medical insurance
     waiver of $1,000 and 401(k) Employer Matching Contribution of $3,613 for
     fiscal 2002; represents car allowance of $8,200, medical insurance waiver
     of $1,200 and 401(k) Employer Matching Contribution of $3,820 for fiscal
     2001.

(7)  Represents 401(k) Employer Matching Contributions.

(8)  Mr. Polakiewicz became Chief Financial Officer of the Company in September
     2001. Amounts reflected in the table above for 2001 represent his
     compensation for the entire fiscal year.


                                                                              13
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding grants of stock options to
the Named Executive Officers during the last fiscal year. No SARs were granted
by the Company during the last fiscal year. On February 28, 2003, the Company
offered to eligible employees, directors and consultants ( "Eligible Employees")
the opportunity to exchange all their outstanding options to purchase shares of
Alpha common stock for new options to be granted under the Company's Amended and
Restated 1994 Stock Option Plan. All of the following options granted represent
new options which were granted in exchange for existing outstanding options.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                                   POTENTIAL REALIZABLE
                                                                                     VALUE AT ASSUMED
                                                                                     ANNUAL RATES OF
                                                                                   STOCK APPRECIATION
                                      % OF OPTIONS/                                  FOR OPTION TERM
                                     SARS GRANTED TO   ---------------------------------------------------
                      OPTIONS/SARS   EMPLOYEES DURING   EXERCISE    EXPIRATION    5% PER        10% PER
NAME                    GRANTED        FISCAL YEAR     PRICE/SHARE      DATE       YEAR           YEAR
----------------------------------------------------------------------------------------------------------
<S>                    <C>            <C>              <C>           <C>          <C>          <C>
Lawrence Butler          102,144           6.5%          $1.96       10/07/08     $ 55,312     $  122,225
----------------------------------------------------------------------------------------------------------
                         417,856          26.5%          $1.78       10/07/13     $467,762     $1,185,400
----------------------------------------------------------------------------------------------------------
Robert C. Streiter       475,000          30.1%          $1.78       10/07/13     $531,730     $1,347,509
----------------------------------------------------------------------------------------------------------
Steve E. Chupik           70,267           4.5%          $1.78       10/07/13     $ 78,659     $  199,338
----------------------------------------------------------------------------------------------------------
James J. Polakiewicz      71,275           4.5%          $1.78       10/07/13     $ 79,788     $  202,197
----------------------------------------------------------------------------------------------------------
</TABLE>

AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED OCTOBER 26, 2003 AND FISCAL
YEAR END OPTION VALUES

The following table sets forth information regarding and the fiscal year-end
value of unexercised options held by such persons. No Named Executive Officers
exercised any options during the fiscal year ended October 26, 2003.

<TABLE>
<CAPTION>
                       NUMBER OF UNEXERCISED OPTIONS   VALUE UNEXERCISED IN-THE-MONEY
                            AT FISCAL YEAR-END           OPTIONS AT FISCAL YEAR-END
     NAME               EXERCISABLE/ UNEXERCISABLE     EXERCISABLE/ UNEXERCISABLE (1)
     ----              -----------------------------   ------------------------------
<S>                       <C>                                <C>
 Lawrence Butler                445,001/74,999                         --

 Robert C. Streiter            366,668/108,332                         --

 Steve E. Chupik                60,268/24,999                          --

 James J. Polakiewicz           51,277/19,998                          --
</TABLE>

-----------
Fair market value at October 26, 2003 was less than exercise price.

EMPLOYMENT AGREEMENTS

Effective November 1, 2003, the Company entered into a three year employment
agreement with Lawrence Butler pursuant to which Mr. Butler is to serve as Chief
Executive Officer and Chairman of the Board of the Company. Under the agreement,
Mr. Butler is entitled to a base annual salary of $275,000. In addition, the
Agreement provides for an annual bonus based on the Company's earnings from
continuing operations before provision for income taxes. The agreement provides
that in the event of a change in control, Mr. Butler may terminate the
agreement.


                                                                              14
<PAGE>

Effective November 1, 2003, the Company entered into a three year employment
agreement with Robert C. Streiter pursuant to which Mr. Streiter is to serve as
President and Chief Operating Officer of the Company. Under the agreement, Mr.
Streiter is entitled to a base annual salary of $300,000. In addition, the
Agreement provides for an initial signing bonus of $100,000 payable during the
first year of the term of the agreement and an annual bonus based on the
Company's earnings from continuing operations before provision for income taxes.
The agreement provides that in the event of a change in control, Mr. Streiter
may terminate the agreement.

Effective November 1, 2003, the Company entered into a three year employment
agreement with James Polakiewicz pursuant to which Mr. Polakiewicz is to serve
as Chief Financial Officer of the Company. Under the agreement, Mr. Polakiewicz
is entitled to a base annual salary of $145,000. In addition, the Agreement
provides for an initial signing bonus of $25,000 payable during the first year
of the term of the agreement and an annual bonus based on the Company's earnings
from continuing operations before provision for income taxes.

COMPENSATION OF DIRECTORS

During 2001, an amendment to the Company's 1994 Stock Option Plan was approved
by the Company's Board of Directors and Stockholders to provide for the annual
grant of options to purchase 5,000 shares of Alpha Technologies Group, Inc.
Common Stock to each non-employee director elected at the Annual Meeting of
Stockholders held in 2001 and 2002. During 2002, an amendment to the Company's
1994 Stock Option Plan was approved by the Company's Board of Directors and
Stockholders to provide for automatic grants of options to purchase 5,000 shares
Alpha Technologies Group, Inc. Common Stock to each non-employee director
elected at Annual Meetings of Stockholders held in 2003 and 2004. Such options,
which are not Incentive Stock Options, are exercisable at the fair market value
of Common Stock of the Company on the day of the Annual Meeting, vest one year
from the date of the grant and are exercisable until the date that is the
earlier of five years from the date of grant or 90 days after the Optionee
ceases to be a director of the Company.

The Company issued to Richard E. Gormley, options under the Company's 1994 Stock
option Plan to purchase 25,000 shares of Common Stock of the Company at an
exercise price of $5.82 per share, the fair market value of a Common Share of
the Company on the date Mr. Gormley was elected as director at the 2001 Annual
Meeting. The options are exercisable in three equal installments on each of the
first three annual anniversary dates of the grant of the options.

On February 28, 2003, the Company offered to eligible employees, directors and
consultants ("Eligible Employees") the opportunity to exchange all their
outstanding options to purchase shares of Alpha common stock for new options to
be granted under the Company's Amended and Restated 1994 Stock Option Plan. The
number of shares subject to the new options to be granted to each Eligible
Employee was equal to the number of shares subject to the options tendered by
the Eligible Employee and accepted for exchange. The exercise price per share of
the new options was $1.78 which was the fair market value on the date of grant.
Each of the directors elected to exchange all their outstanding options and were
granted new options under the Company's Amended and Restated 1994 Stock Option
Plan.

In addition, directors who are not employees of or consultants to the Company
will be paid $1,000 for each meeting of the Board of Directors physically
attended and $1,000 for each committee meeting physically attended. Directors
who are officers of or consultants to the Company will not receive any
additional compensation for serving on the Board of Directors or its committees.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board has a Compensation Committee, which currently consists of Marshall D.
Butler, Donald Grierson and Frederic A. Heim. For services to the Company,
Marshall


                                                                              15
<PAGE>

Butler, formerly Chairman and Chief Executive Officer of the Company, received
compensation of $19,375 in fiscal year 2003.

On October 1, 2002, the Company's wholly-owned subsidiary, Wakefield Thermal
Solutions, Inc. ("Wakefield") entered into a sale and leaseback transaction for
its 171,235 square foot Pelham, New Hampshire manufacturing facility (the
"Property"). Wakefield sold the Property to 33 Bridge Investors, LLC ("33
Bridge"), a newly-formed entity in which Marshall D. Butler, a director of the
Company owns 50% of the equity interest, for a purchase price of $4,750,000. In
connection with the sale and leaseback transaction, the Company issued warrants
to purchase an aggregate of 250,000 shares of Common Stock, par value $.03 per
share, to the members of 33 Bridge, including warrants to purchase 125,000
shares of Common Stock to Marshall D. Butler, at an exercise price of $1.42 per
share. The warrants were valued at approximately $274,000 using the Black Sholes
method. The book value of the land, buildings and improvements was approximately
$6.3 million. Selling costs were approximately $300,000, excluding the value of
the warrants. The loss on the sale of the property was $2.1 million ($1.3
million , net of tax).

Effective on October 1, 2002, 33 Bridge and Wakefield entered into a lease
whereby Wakefield leased from 33 Bridge the Property for 15 years at an initial
rent of $630,000 per year with annual increases between 2% and 2.5% per annum.
Wakefield is responsible for operating expenses including taxes, utilities,
insurance and maintenance. As a result of the transaction the Company expects
annual expenses initially to increase by $325,000 representing the difference
between rental expense and interest and depreciation expense. The obligations of
Wakefield under the lease are guaranteed by the Company.

The purchase price and other terms of the sale and leaseback transaction were
the result of negotiations between representatives of the Company and
representatives of 33 Bridge. The terms of the transaction were approved by the
members of the Audit Committee of the Company constituted as a Special Committee
of Independent Directors. The Company applied the net proceeds to its $5,000,000
principal payment made on October 1, 2002 pursuant to its Credit Agreement,
dated December 26, 2000, as amended (the "Credit Agreement").


                                                                              16
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management is
hereby amended to read in its entirety as follows:

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth as of December 31, 2003, the number and
percentage of outstanding shares of Common Stock of the Company owned
beneficially, within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), by (i) each stockholder known by the
Company to own more than 5% of the outstanding shares of Common Stock; (ii) each
director of the Company; (iii) each named executive officer; and (iv) all
directors and executive officers, as a group. Except as otherwise specified, the
named beneficial owner has sole voting and investment power.

<TABLE>
<CAPTION>
                                             Amount and Nature of     Percent of
Name and Address of Beneficial Owners (1)   Beneficial Ownership (2)   Class (2)
------------------------------------------- ------------------------   ---------

<S>                                            <C>                     <C>
Lawrence Butler (5) .......................        1,720,622            22.6%
Marshall D. Butler (3) (4) ................        1,007,342            13.9%
Robert C. Streiter (9) ....................          475,547             6.3%
Donald K. Grierson (6) ....................          248,000             3.5%
Steve E. Chupik (10) ......................           89,268             1.2%
Frederic A. Heim (3) (7) ..................           70,200             1.0%
James J. Polakiewicz (11) .................           61,406             0.9%
Richard E. Gormley ........................           26,667             0.4%
Dot. Com Partners, L.P. (8) ...............          695,038             9.8%
Dimensional Fund Advisors Inc. ............          356,716             5.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 (12)
All Directors and Executive Oficers as
  a Group (8 persons)(13)..................        3,699,052            43.9%
</TABLE>


(1)  Unless otherwise indicated, the address of each beneficial owner is c/o
     Alpha Technologies Group, Inc., 11990 San Vicente Boulevard, Suite 350, Los
     Angeles CA 90049.

(2)  Includes shares deemed to be beneficially owned by such persons or entities
     pursuant to Rule 13d-3 promulgated under the Exchange Act because they have
     the right to acquire such shares within 60 days upon the exercise of
     options or similar rights or because such persons or entities have or share
     investment or voting power.

(3)  Does not include shares owned by Dot.Com of which Mr. M. Butler and Mr.
     Heim are each limited partners. Messrs. M. Butler and Heim disclaim
     beneficial ownership of such shares.

(4)  Includes 128,333 shares which Mr. M. Butler has the right to acquire upon
     the exercise of stock options within 60 days, 125,000 shares which Mr.
     Butler has the right to acquire upon the exercise of warrants related to a
     sales and leaseback transaction and 470,184 shares owned by a trust of
     which Mr. M. Butler is a trustee.

(5)  Includes 695,038 shares owned by Dot.Com, 231,560 shares owned by trusts of
     which Mr. L. Butler is trustee, 495,000 shares which Mr. L. Butler has the
     right to acquire upon the exercise of stock options within 60 days and
     35,520 shares held for Mr. L. Butler's account in the Company's 401(k)
     Plan.

(6)  Includes 40,000 shares which Mr. Grierson has the right to acquire upon the
     exercise of stock options within 60 days.

(7)  Includes 65,000 shares that Mr. Heim has the right to acquire upon exercise
     of stock options within 60 days.

(8)  Shares owned by Dot.Com are also included in the number of shares reported
     as beneficially owned by Mr. L. Butler, the president and sole shareholder
     of the general partner of Dot.Com. Mr. Butler has sole voting and
     dispositive authority with respect to the shares owned by Dot.Com.

(9)  Includes 433,334 shares that Mr. Streiter has the right to acquire upon


                                                                              17
<PAGE>

     exercise of stock options within 60 days, 14,900 shares owned by Mr.
     Streiter's spouse as to which Mr. Streiter disclaims beneficial ownership
     and 3,313 shares held for Mr. Streiter's account in the Company's 401(k)
     Plan.

(10) Includes 63,601 shares that Mr. Chupik has the right to acquire within 60
     days and 13,834 shares held for Mr. Chupik's account in the Company's
     401(k) Plan.

(11) Includes 57,943 shares that Mr. Polakiewicz has the right to acquire upon
     exercise of stock options within 60 days and 3,438 shares held for Mr.
     Polakiewicz's account in the Company's 401(k) Plan.

(12) Dimensional Fund Advisors Inc. ownership as of September 30, 2003.

(13) Includes 1,309,878 shares which individuals in the group have the right to
     acquire upon the exercise of stock options which are exercisable within 60
     days, 56,105 shares held for the accounts of the individuals in the group
     in the Company's 401(k) Plan, 695,038 shares held by Dot.Com, 231,560
     shares owned by trusts of which Mr. L. Butler is trustee, and 470,184
     shares owned by a trust of which Mr. M. Butler is a trustee.


                                                                              18
<PAGE>

                                   SIGNATURES

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


                                          Alpha Technologies Group, Inc.
                                          Registrant

Date: May 14, 2004                     By: /s/ Lawrence Butler
                                          --------------------------------------
                                           Lawrence Butler
                                           Chief Executive Officer



                                                                              19
<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                   PAGE
                                                                                   ----

<S>                                                                               <C>
Independent Auditors' Report - Deloitte & Touche LLP .......................       F-2

Independent Certified Public Accountants Report - Grant
  Thornton LLP .............................................................       F-3

Consolidated Balance Sheets - October 26, 2003 and October
  27, 2002 .................................................................       F-4

Consolidated Statements of Operations - For the fiscal
  years ended October 26, 2003, October 27, 2002 and October
  28, 2001 .................................................................       F-5

Consolidated Statements of Stockholders' Equity - For the fiscal years ended
  October 26, 2003, October 27, 2002 and October 28, 2001 ..................       F-6

Consolidated Statements of Cash Flows - For the fiscal
  years ended October 26, 2003, October 27, 2002, and October
  28, 2001 .................................................................       F-7

Notes to Consolidated Financial Statements .................................       F-9
</TABLE>


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of Alpha Technologies Group, Inc.:

     We have audited the accompanying consolidated balance sheets of Alpha
Technologies Group, Inc. (a Delaware corporation) and subsidiaries as of October
26, 2003 and October 27, 2002, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Alpha Technologies Group, Inc.
and Subsidiaries as of October 26, 2003 and October 27, 2002, and the results of
their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.

     As discussed in Note 20, in 2002 the Company adopted the provisions of SFAS
No. 142, "Goodwill and Other Intangible Assets."



/s/ Deloitte & Touche LLP

Boston, Massachusetts
January 9, 2004


                                      F-2
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of
Alpha Technologies Group, Inc.

     We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of Alpha Technologies Group, Inc. (a
Delaware corporation) and subsidiaries for the year ended October 28, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated results of operations and
consolidated cash flows of Alpha Technologies Group, Inc. and subsidiaries for
the year ended October 28, 2001, in conformity with accounting principles
generally accepted in the United States of America.


/s/ Grant Thornton LLP

Houston, Texas
December 14, 2001


                                      F-3
<PAGE>
                         ALPHA TECHNOLOGIES GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share-related data)

<TABLE>
<CAPTION>
                                                                  October 26,       October 27,
                                                                      2003             2002
                                                                  -----------       -----------
<S>                                                                 <C>             <C>
                                       ASSETS
CURRENT ASSETS:
  Cash and cash equivalents .................................       $  1,677        $    751
  Trade accounts receivable, net of allowance for
    doubtful accounts of $232 at October 26, 2003 and
    $245 at October 27, 2002 ................................          5,745           7,198
  Inventories, net ..........................................          6,553           7,585
  Prepaid expenses ..........................................          1,364           1,201
                                                                    --------        --------
    Total current assets ....................................         15,339          16,735

PROPERTY AND EQUIPMENT, net .................................         12,103          14,991

GOODWILL ....................................................             --          12,980

DEFERRED INCOME TAXES .......................................         10,046           9,608

OTHER ASSETS, net ...........................................            807           1,319
                                                                    --------        --------
    TOTAL ASSETS ............................................       $ 38,295        $ 55,633
                                                                    ========        ========
                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable, trade ...................................       $  3,486        $  2,967
  Accrued compensation and related benefits .................            612             700
  Other accrued expenses ....................................            716             584
  Current portion of long-term debt .........................          1,000           3,000
                                                                    --------        --------
    Total current liabilities ...............................          5,814           7,251

REVOLVING CREDIT FACILITY ...................................          3,200           3,200

LONG-TERM DEBT ..............................................         18,150          18,650

OTHER LONG-TERM LIABILITIES .................................            470             652
                                                                    --------        --------
    TOTAL LIABILITIES .......................................         27,634          29,753

COMMITMENTS AND CONTINGENCIES (Note 14)

STOCKHOLDERS' EQUITY:

  Preferred stock, $100 par value; 180,000 shares authorized;
    no shares issued or outstanding .........................             --              --

  Common stock, $.03 par value; 17,000,000 shares authorized;
    8,529,826 shares issued at October 26, 2003 and at
    October 27, 2002 ........................................            256             256
  Additional paid-in capital ................................         47,504          47,336
  Accumulated deficit .......................................        (31,128)        (15,530)
  Accumulated other comprehensive loss ......................            (77)           (288)
  Treasury stock, at cost; 1,419,490 common shares at
    October 26, 2003 and at October 27, 2002 ................         (5,894)         (5,894)
                                                                    --------        --------
    TOTAL STOCKHOLDERS' EQUITY ..............................         10,661          25,880
                                                                    --------        --------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..............       $ 38,295        $ 55,633
                                                                    ========        ========
</TABLE>

              See notes to the consolidated financial statements.


                                      F-4
<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (in thousands, except shares and per share data)

<TABLE>
<CAPTION>
                                                                              For the Years Ended
                                                                     ------------------------------------------
                                                                     October 26,    October 27,     October 28,
                                                                        2003           2002            2001
                                                                     -----------    -----------     -----------
<S>                                                                   <C>             <C>             <C>
SALES .........................................................       $ 46,801        $ 55,574        $ 67,914
COST OF SALES .................................................         41,715          47,343          53,940
                                                                      --------        --------        --------
   Gross profit ...............................................          5,086           8,231          13,974
                                                                      --------        --------        --------
OPERATING EXPENSES

   Research and development ...................................            396             496             926
   Selling, general and administrative ........................          5,837           6,117           9,031
   Impairment of goodwill .....................................         12,980          15,602              --
   Impairment of other intangible asset .......................            323              --              --
   Restructuring and other non recurring charges ..............             --              --             822
                                                                      --------        --------        --------
     Total operating expenses .................................         19,536          22,215          10,779
                                                                      --------        --------        --------
OPERATING (LOSS) INCOME .......................................        (14,450)        (13,984)          3,195

LOSS ON SALE OF LAND AND BUILDING TO RELATED PARTIES ..........             --          (2,097)             --

INTEREST INCOME ...............................................             11              30             201

OTHER INCOME, net .............................................             --              --              72

COSTS ASSOCIATED WITH DEBT MODIFICATIONS ......................             --            (561)           (650)

INTEREST EXPENSE ..............................................         (2,042)         (2,510)         (2,546)
                                                                      --------        --------        --------
(LOSS) INCOME BEFORE (BENEFIT) PROVISION FOR INCOME TAXES .....        (16,481)        (19,122)            272

(BENEFIT) PROVISION FOR INCOME TAX:
   CURRENT ....................................................             --              --              63
   DEFERRED ...................................................           (883)         (7,634)            102
                                                                      --------        --------        --------
(BENEFIT) PROVISION FOR INCOME TAX ............................           (883)         (7,634)            165
                                                                      --------        --------        --------
(LOSS) INCOME FROM CONTINUING OPERATIONS ......................        (15,598)        (11,488)            107

LOSS FROM DISCONTINUED OPERATION, net of applicable taxes .....             --              --             (79)

GAIN ON SALE OF DISCONTINUED OPERATION, net of applicable taxes             --              --             277
                                                                      --------        --------        --------
NET (LOSS) INCOME .............................................       $(15,598)       $(11,488)       $    305
                                                                      ========        ========        ========
EARNINGS (LOSS) PER COMMON SHARE
   BASIC AND DILUTED:
     (Loss) income from continuing operations .................       $  (2.19)       $  (1.62)       $   0.02
     Loss from discontinued operation .........................             --              --           (0.01)
     Gain on sale of discontinued operation ...................             --              --            0.03
                                                                      --------        --------        --------
        Net (loss) income .....................................       $  (2.19)       $  (1.62)       $   0.04
                                                                      ========        ========        ========

WEIGHTED AVERAGE NUMBER OF COMMON AND POTENTIAL COMMON SHARES OUTSTANDING
   Basic ......................................................          7,110           7,110           7,038
   Diluted ....................................................          7,110           7,110           7,468
</TABLE>


               See notes to the consolidated financial statements.


                                      F-5
<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE (LOSS) INCOME
  FOR THE YEARS ENDED OCTOBER 26, 2003, OCTOBER 27, 2002 AND OCTOBER 28, 2001
                       (in thousands except share amounts)

<TABLE>
<CAPTION>
                                                                               Accumulated
                                                                                  Other
                                        Common stock    Additional               Compre-       Treasury Stock          Total
                                     ------------------   Paid-In  Accumulated   hensive    --------------------    Stockholders'
                                       Shares    Amount   Capital    Deficit      Loss       Shares      Amount        Equity
                                     ---------   ------ ---------- ----------- -----------  ---------   --------    -------------

<S>                                  <C>         <C>      <C>       <C>        <C>          <C>         <C>           <C>
Balance October 29, 2000             8,169,345   $  245   $44,421   $ (4,347)    $    -     1,394,353   $ (5,804)     $ 34,515
Comprehensive loss:
   Net income                                -        -         -        305          -             -          -           305
   Change in value of interest rate
   swap (net of applicable taxes)            -        -         -          -       (345)            -          -          (345)
                                                                                                                      --------
   Comprehensive loss                                                                                                      (40)
                                                                                                                      --------
Tax benefit of disqualifying
   disposition of incentive stock
   options                                   -        -       559          -          -             -          -           559
Right offering proceeds                270,946        8     1,956          -          -             -          -         1,964
Right offering expense                       -        -      (221)         -          -             -          -          (221)
Issuance to employees pursuant
   pursuant to stock option plans       86,369        3       168          -          -             -          -           171
Stock repurchases                            -        -         -          -          -        25,137        (90)          (90)
Compensation associated with
   stock options                             -        -        12          -          -             -          -            12
                                     ---------   ------   -------   --------     ------     ---------   --------      --------
Balance October 28, 2001             8,526,660      256    46,895     (4,042)      (345)    1,419,490     (5,894)       36,870
Comprehensive loss:
   Net loss                                  -        -         -    (11,488)         -             -          -       (11,488)
   Change in value of interest rate
   swap (net of applicable taxes)            -        -         -          -         57             -          -            57
                                                                                                                      --------
   Comprehensive loss                                                                                                  (11,431)
                                                                                                                      --------
Issuance of warrants
   pursuant to loan restructuring            -        -       148          -          -             -          -           148
Issuance of warrants
   pursuant to sale of facility              -        -       274          -          -             -          -           274
Issuance to employees
   pursuant to stock option plans        3,166        -         7          -          -             -          -             7
Compensation associated with
   stock options                             -        -        12          -          -             -          -            12
                                     ---------   ------   -------   --------     ------     ---------   --------      --------
Balance October 27, 2002             8,529,826      256    47,336    (15,530)      (288)    1,419,490     (5,894)       25,880
                                     ---------   ------   -------   --------     ------     ---------   --------      --------
Comprehensive loss:
Net loss                                     -        -         -    (15,598)         -             -          -       (15,598)
   Change in value of interest rate
   swap (net of applicable taxes)            -        -         -          -        211             -          -           211
                                                                                                                      --------
   Comprehensive loss                                                                                                  (15,387)
                                                                                                                      --------
Issuance of warrants
   pursuant to loan restructuring            -        -       159          -          -             -          -           159
Compensation associated with
   stock options                             -        -         9          -          -             -          -             9
                                     ---------   ------   -------   --------     ------     ---------   --------      --------
Balance October 26, 2003             8,529,826   $  256   $47,504   $(31,128)    $  (77)    1,419,490   $ (5,894)     $ 10,661
                                     =========   ======   =======   ========     ======     =========   ========      ========
</TABLE>

               See note to the consolidated financial statements.


                                      F-6
<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                         For the Years Ended
                                                               ----------------------------------------
                                                               October 26,   October 27,    October 28,
                                                                   2003         2002           2001
                                                               -----------   -----------    -----------
<S>                                                            <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) income ....................................       $(15,598)      $(11,488)     $    305
   Adjustments to reconcile net (loss) income to net cash
     provided by operating activities:
     Depreciation and amortization ......................          3,281          3,775         4,985
     Amortization of financing fees .....................            403             --            --
     Asset Impairments ..................................         13,303         15,602            --
     Gain on sale of discontinued operation .............             --             --          (277)
     Loss (gain) on sale of property and equipment ......             --          2,097           (44)
     Costs associated with debt modifications ...........             --            561           650
     Deferred stock compensation expense ................              9             12            12
     Deferred income taxes ..............................           (574)        (7,634)          102
   Net cash provided by discontinued operations .........             --             --           151
   Changes in operating assets and liabilities:
     Accounts receivable ................................          1,497          2,119         5,024
     Inventories ........................................          1,032            464         1,211
     Prepaid expenses ...................................           (163)           (37)          284
     Accounts payable ...................................            519         (1,555)       (1,682)
     Accrued compensation and related benefits ..........            (88)          (300)       (1,043)
     Other liabilities ..................................            297         (1,143)         (248)
                                                                --------       --------      --------
       Cash flows from operating activities .............          3,918          2,473         9,430
                                                                --------       --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of property and equipment and
     business ventures ..................................             --          4,490         2,310
   Purchase of property and equipment ...................           (390)          (459)       (1,288)
   Expenditures for business acquisitions ...............             --             --       (49,551)
   Decrease (increase) in other assets ..................             48            (55)         (105)
                                                                --------       --------      --------
       Cash flows from investing activities .............           (342)         3,976       (48,634)
                                                                --------       --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from stock rights offering and stock options,
     net of costs .......................................             --              7         2,019
   Payments to repurchase common stock ..................             --             --           (90)
   Payments for bank amendment fees and debt issue costs            (150)          (656)       (1,327)
   Proceeds from revolving credit lines .................             --          3,500         7,200
   Payments on revolving credit lines ...................             --         (2,500)       (5,000)
   Proceeds from long-term debt .........................             --             --        35,000
   Payments on long-term debt ...........................         (2,500)        (8,750)       (8,261)
                                                                --------       --------      --------
       Cash flows from financing activities .............         (2,650)        (8,399)       29,541
                                                                --------       --------      --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....            926         (1,950)       (9,663)

CASH AND CASH EQUIVALENTS, beginning of year ............            751          2,701        12,364
                                                                --------       --------      --------
CASH AND CASH EQUIVALENTS, end of year ..................       $  1,677       $    751      $  2,701
                                                                ========       ========      ========
NON CASH ACTIVITY:
   Tax benefits of disqualifying dispositions ...........       $     --       $     --      $    454
   Issuance of warrants related to debt .................       $    159       $    148      $     --
   Issuance of warrants related to sale of facility .....       $     --       $    274      $     --
</TABLE>

               See notes to the consolidated financial statements


                                      F-7
<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Alpha Technologies Group, Inc. ("Alpha" or the "Company") designs, extrudes,
fabricates and sells thermal management and non-thermal fabricated products for
use in a variety of industries including automotive, telecommunication,
industrial controls, transportation, power supply, factory automation, consumer
electronics, aerospace, defense and microprocessor industries. The Company
extrudes aluminum for its use in the production of thermal management and
non-thermal fabricated products and sells aluminum extrusions to a variety of
industries including the construction, sporting goods and other leisure activity
markets.

ACCOUNTING PERIODS

The Company follows a 4-5-4 week quarterly accounting period cycle wherein each
quarter consists of two four week months and one five week month. The last day
of the fiscal year is always the last Sunday in October.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Alpha and its
wholly-owned subsidiaries. All material intercompany transactions and balances
have been eliminated. As more fully described in Note 3 - Discontinued
Operations, the financial statements reflect the subsystems business, which was
sold on November 17, 2000, as discontinued operations.

USE OF ESTIMATES AND OTHER UNCERTAINTIES

The preparation of the Company's consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure 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.

REVENUE RECOGNITION AND ALLOWANCES FOR SALES RETURNS, DOUBTFUL ACCOUNTS AND
WARRANTIES

The Company recognizes revenues when (1) persuasive evidence of an arrangement
exists, (2) products and services have been delivered to the ultimate customers,
(3) the price is fixed or determinable, and (4) collectibility is reasonably
assured. The Company's shipping terms are generally FOB shipping point.

Allowances for doubtful accounts are provided for account receivables considered
uncollectible. Reserve for sales returns are provided in the period in which the
related sale is recognized. The allowance for doubtful accounts and sales
returns is based on our assessment of the collectibility of specific customer
accounts, the aging of our accounts receivable and trends in product returns.
While we believe that our allowance for doubtful accounts and sales returns is
adequate and that the judgment applied is appropriate, if there is a
deterioration of a major customer's credit worthiness, actual defaults are
higher than our previous experience, or actual future returns do not reflect
historical trends, our estimates of the recoverability of the amounts due us and
our sales could be adversely affected

The Company does not generally provide a warranty on the goods that it sells.
However, customers do have the right to return merchandise deemed defective when
received. These returns generally occur at the point of delivery when the goods
are subject to customer inspections. Reserves for these potential returns are
provided when the related sale is recognized. Claims for defective goods have
not been significant in any period presented.


                                      F-8
<PAGE>

The following is a roll forward of the allowances provided for doubtful accounts
and sales returns (including returns related to defective goods):

<TABLE>
<CAPTION>
                                          For the Years Ended
                                 --------------------------------------
                                 October 26,  October 27,   October 28,
                                    2003         2002         2001
                                 -----------  -----------   -----------
                                             (in thousands)

<S>                                 <C>          <C>          <C>
Balance at beginning of year ...    $ 245        $ 204        $ 270
Provisions recorded ............       --           96            9
Write-offs, net of recoveries ..      (13)         (55)         (75)
                                    -----        -----        -----
Balance at end of year .........    $ 232        $ 245        $ 204
                                    =====        =====        =====
</TABLE>

RISK MANAGEMENT AND HEDGING ACTIVITY

The Company's risk management strategies include the use of an interest rate
swap (see Note 7) to hedge against the impact on cash flows of changes in
interest rates. The interest rate swap is designated as a cash flow hedge of
specific variable rate debt and is carried on the balance sheets at fair value.
The Company evaluates its interest rate swap each quarter to determine if it is
effective. No other derivative instruments are held. The effective portion of
unrealized gains or losses on the fair value of the swap is charged to other
comprehensive income until the hedged transaction is complete and affects
earnings. Ineffectiveness is charged to earnings as incurred. Amounts related to
ineffectiveness have not been significant to date.

INVENTORIES AND INVENTORY RESERVES

Inventories are stated at the lower of cost or market and are priced using the
first-in, first-out method. Inventory purchases and commitments are based upon
future demand forecasts for our products and our current level of inventory.
Inventory reserves have been established for excess and obsolete items. If there
is a sudden and significant decrease in demand for our products or there is a
higher risk of inventory obsolescence because of rapidly changing technology and
requirements, we may be required to increase our inventory reserve and as a
result, our gross profit margin could be adversely affected.


                                      F-9
<PAGE>

The following is a roll forward of reserves provided for inventory:

<TABLE>
<CAPTION>
                                            For the Years Ended
                                   --------------------------------------
                                   October 26,   October 27,  October 28,
                                      2003          2002        2001
                                   -----------   -----------  -----------
                                               (in thousands)
<S>                                  <C>          <C>          <C>
Balance at beginning of year ...     $ 660        $ 863        $ 329
Provisions recorded ............       447           36          906
Write-offs, net of recoveries ..      (474)        (239)        (372)
                                     -----        -----        -----
Balance at end of year .........     $ 633        $ 660        $ 863
                                     =====        =====        =====
</TABLE>


PROPERTY AND EQUIPMENT

The cost of property and equipment is depreciated using the straight-line method
over the estimated useful lives of such assets, ranging from three to fifteen
years. Leasehold improvements are amortized on a straight-line basis over the
shorter of the lease term or the estimated useful lives of the leased assets.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company assesses the recoverability of long-lived assets, including
intangible assets, held and used whenever events or changes in circumstances
indicate that future cash flows (undiscounted and without interest charges)
expected to be generated by an asset's disposition or use may not be sufficient
to support its carrying amount. If such undiscounted cash flows are not
sufficient to support the recorded value of assets, an impairment loss is
recognized to reduce the carrying value of long-lived assets to their estimated
fair value.

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company records as goodwill the excess of purchase price over the fair value
of the identifiable net assets acquired. Statements of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," prescribe a
two-step process for impairment testing of goodwill, which is performed
annually, as well as when an event triggering impairment may have occurred. The
first step tests for impairment, while the second step, if necessary, measures
the impairment. The Company has elected to perform its annual analysis during
the third quarter of each fiscal year as of June 1.

LOSS CONTINGENCIES

The Company is subject to the possibility of various loss contingencies arising
in the ordinary course of business. An estimated loss contingency is accrued
when it is probable that a liability has been incurred or an asset has been
impaired and the amount of loss can be reasonably estimated. We regularly
evaluate current information available to us to determine whether such accruals
should be adjusted.

COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes net income or loss, plus other
comprehensive income (loss). Other comprehensive loss in fiscal years 2003, 2002
and 2001 consists of fair value adjustments related to the interest rate swap
agreement, net of tax.

STOCK-BASED COMPENSATION

The Company employs the intrinsic value based method of accounting for stock
options. The intrinsic method measures compensation cost for stock options as
the excess, if any, of the quoted market price of the Company's stock at the
measurement date over the exercise price. Compensation related to awards to non-
employees is measured using the fair value method.

For fiscal 2003, 2002 and 2001, $9,000, $12,000 and $12,000, respectively, was


                                      F-10
<PAGE>

recognized as expense for options issued to non-employees under the Company's
stock option plans. The Company applies the intrinsic value method of accounting
for stock based compensation granted to employees and expects to continue to do
so, unless required to change by accounting principles generally accepted in the
United States. Pro forma information regarding net income and earnings per share
has been determined as if the Company has accounted for options issued to
employees under the fair value method of that statement. The fair value of these
options was estimated at the date of grant using the Black-Scholes option
pricing model. The weighted average assumptions for fiscal 2003 were: expected
volatility 103.59%, risk free interest rate of 4.25%, expected option life of
7.0 years and no expected dividends. The weighted average assumptions for fiscal
2002 were: expected volatility 80.12%, risk free interest rate of 3.98%,
expected option life of 4.0 years and no expected dividends. The weighted
average assumptions used for fiscal 2001 were: expected volatility 65.71%, risk
free interest rate of 5.10%, expected option life of 4.0 years and no expected
dividends. In addition, adjustments were made for estimated cancellations.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

For pro forma disclosures, the estimated fair value of the options is amortized
to expense over the options' vesting period. If the fair value based method of
accounting for employee awards had been applied, the Company's net income or
loss and net income or loss per share would have been as follows:


<TABLE>
<CAPTION>
                                                          For the Years Ended
                                                  ------------------------------------------
                                                  October 26,     October 27,    October 28,
                                                     2003            2002           2001
                                                  -----------     -----------    -----------
                                                    (In thousands, execept per share data)

<S>                                                 <C>             <C>             <C>
Net loss as reported .........................      $(15,598)       $(11,488)       $   305
After-tax stock based compensation
determined using the intrinsic value method ..             9              12             12
After-tax stock based compensation
determined using the fair value method .......        (1,154)         (1,875)        (1,600)
                                                    --------        --------        -------
Pro forma net loss ...........................      $(16,743)       $(13,351)       $(1,283)
                                                    ========        ========        =======
Basic and diluted net loss per share:
As reported ..................................      $  (2.19)       $  (1.62)       $  0.04
                                                    ========        ========        =======
Pro forma ....................................      $  (2.35)       $  (1.88)       $ (0.17)
                                                    ========        ========        =======
</TABLE>


The estimated weighted average fair value of options granted during fiscal 2003,
2002 and 2001 was $1.37, $2.48 and $4.10, respectively.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using current enacted
tax rates. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the results of operations in the period that includes the
enactment date. The Company reassesses the recoverability of its deferred tax
assets by evaluating all available evidence and assessing whether it


                                      F-11
<PAGE>

is more likely than not that all or some portion of its recorded assets may not
be recoverable. To the extent that assets are not likely to be recovered,
valuation allowances are provided.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 did not have a material impact on our results of
operations or financial position.

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities". FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46 is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after December 15, 2003. We do not believe
that the adoption of FIN 46 will have a material impact on our results of
operations or financial position.

2. ACQUISITIONS

On January 9, 2001, the Company purchased all of the outstanding common stock of
National Northeast Corporation ("NNE") from Mestek, Inc.(the "Seller"). The
purchase price was $49,900,000 in cash. Pursuant to the agreement, the Seller
and certain of its affiliates agreed not to engage in the manufacture and sale
of aluminum extrusions and aluminum heat sinks for four and one half years. The
Company used $14,800,000 of its cash on hand and $39,800,000 in borrowings under
its credit facility to pay the purchase price and $1,300,000 in transaction
costs and costs for the credit facility and to satisfy $3,400,000 in outstanding
debt under its old credit facilities, including a $378,000 early termination
fee. The acquisition has been accounted for as a purchase transaction, and
accordingly, the purchase price has been allocated to the assets acquired and
liabilities assumed for the acquisition based upon their estimated fair values.
The Company initially elected to amortize the portion of the purchase price
allocated to goodwill over 20 years. Amortization ceased upon adoption of SFAS
No. 142. The operating results of NNE have been included in the Company's
consolidated results of operations since its acquisition date.

3. DISCONTINUED OPERATIONS

On November 17, 2000, Malco Technologies Group, Inc., a wholly-owned subsidiary
of Alpha, sold substantially all of the assets and the subsystems business (the
"Business") located in Colmar, Pennsylvania, to a privately owned company (the
"Buyer"). The sale included Malco's accounts receivable, inventory, machinery,
equipment, tools, business machines, office furniture and fixtures and certain
intangibles including but not limited to customer lists, trade names and
engineering designs and the agreement by Alpha and certain of their affiliates
not to engage in any business, directly or indirectly, that competes with Malco
for three years. Alpha received $2,200,000 in cash plus a three-year, 12% note
for $300,000 and Buyer assumed certain payables and liabilities of the Business.
Alpha fully reserved for the possible non-payment of the note. In 2003, the
Buyer filed for bankruptcy, making it unlikely that the Company will receive any
payment under the note. The sale resulted in a gain of $277,000, net of income
tax expense of $70,000.


                                      F-12
<PAGE>
4. INVENTORIES

Inventories consisted of the following on:

<TABLE>
<CAPTION>
                                                  October 26,     October 27,
                                                    2003            2002
                                                  -----------     -----------
                                                        (in thousands)
<S>                                               <C>             <C>
Raw materials and components ...............      $  2,281          $  2,598
Work in process ............................         2,910             3,219
Finished goods .............................         1,995             2,428
                                                  --------          --------
                                                     7,186             8,245
Reserves ...................................          (633)             (660)
                                                  --------          --------
                                                  $  6,553          $  7,585
                                                  ========          ========
</TABLE>


5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following on:

<TABLE>
<CAPTION>
                                                  October 26,     October 27,
                                                    2003            2002
                                                  -----------     -----------
                                                        (in thousands)
<S>                                               <C>             <C>
Machinery & equipment ......................      $ 31,227          $ 30,932
Leasehold improvements .....................         1,188             1,134
                                                  --------          --------
                                                    32,415            32,066
Accumulated depreciation and amortization ..       (20,310)          (17,075)
                                                  --------          --------
                                                  $ 12,105          $ 14,991
                                                  ========          ========
</TABLE>


6. ACCRUED COMPENSATION AND RELATED BENEFITS

Accrued compensation and related benefits consisted of the following on:

<TABLE>
<CAPTION>
                                                  October 26,     October 27,
                                                    2003            2002
                                                  -----------     -----------
                                                        (in thousands)
<S>                                               <C>             <C>
Accrued compensation and related benefits ..      $    602          $    680
Other ......................................            10                20
                                                  --------          --------
                                                  $    612          $    700
                                                  ========          ========
</TABLE>


                                      F-13
<PAGE>

7. DEBT AND REVOLVING CREDIT FACILITIES

Revolving Credit Facilities and Term Debt consisted of the following on:

<TABLE>
<CAPTION>
                                                                October 26,   October 27,
                                                                   2003         2002
                                                                -----------   -----------
                                                                     (in thousands)
<S>                                                              <C>          <C>
Variable-rate revolving credit facility,
  interest payable monthly ..................................    $  3,200     $  3,200
Variable-rate term note, interest payable monthly,
  principal is payable quarterly ............................       7,150        9,650
Portion of variable-rate term note covered by swap agreement,
  interest and principal is payable quarterly ...............      12,000       12,000
                                                                 --------     --------
                                                                   22,350       24,850
Less current portion ........................................      (1,000)      (3,000)
                                                                 --------     --------
                                                                 $ 21,350     $ 21,850
                                                                 ========     ========
</TABLE>


On January 9, 2001, the Company and its subsidiaries, as guarantors, entered
into a Credit Agreement (the "Credit Agreement") with several banks and other
financial institutions ("the Lenders"). The Credit Agreement consists of a
revolving credit facility which expires in January 2005 and a term loan which
matures in January 2006. Borrowings under the Credit Agreement are secured by a
first lien on and the assignment of all of the Company's assets. The Credit
Agreement has been amended seven times. Under the Credit Agreement, the Company
must meet certain covenants. The Company was not in compliance with certain
financial covenants contained in the Amended Credit Agreement for the quarter
ended July 27, 2003. The Credit Amendment was amended on September 5, 2003 to
revise the Maximum Leverage Ratio and Fixed Charge Coverage Ratio for the
balance of the fiscal year 2003 and fiscal year 2004 to levels that management
believes the Company will be able to achieve. The Lenders waived the events of
non-compliance with certain covenants at July 27, 2003. In addition, the
September 5, 2003 amendment added new Minimum EBITDA and Interest Coverage
covenants for the remainder of fiscal year 2003 and fiscal year 2004, revised
the allowable amounts to be spent on capital expenditures for fiscal years 2003
and 2004 and eliminated the Minimum Net Worth requirement. For periods ending on
or after April 1, 2004, interest on the revolving credit facility and term loan
will increase by .5% at maximum financial leverage levels. Lastly, the September
5, 2003 amendment reduced the principal payments from $750,000 to $250,00 per
quarter for the remainder of fiscal year 2003 and from $1,500,000 to $250,000
per quarter for fiscal year 2004. The expiration date of the revolver was
extended from June 2004 to January 2005. The term debt continues to mature on
January 2006 at which time a final balloon payment of $11.0 million will be due.
Fees for the Fifth and Sixth Amendment and waiver were approximately $52,000 and
$38,000, respectively. Fees for the Seventh Amendment and waiver, including the
fair value of warrants to purchase the Company's Common stock issued to the
lenders, totaled approximately $220,000.

Under the Amended Credit Agreement, the revolving credit facility accrues
interest on outstanding borrowings at LIBOR plus 3.5% (4.67% on October 26,
2003) through March 31, 2004, and at LIBOR plus 4.0% from April 1, 2004 and
thereafter. The revolving credit facility expires on January 2005. There is also
an unused line fee equal to .75% per annum. The Company may borrow up to the
lesser of $5 million or 60% of eligible accounts receivable ($3.3 million at
October 26, 2003), as defined by the Amended Credit Agreement. Prior to the
amendments, the Company was allowed to borrow up to $15 million. As of October
26, 2003, $3.2 million has been drawn and is outstanding on the revolving credit
facility. A portion of the outstanding term loan ($12.0 million on October 26,
2003) is covered by an interest rate swap (the "hedged loan"). The hedged loan
effectively accrues interest at a fixed rate of 8.47%. The balance of the term
loan not covered by the swap, $7.2 million on October 26, 2003, consists of a
note which accrues interest at the relevant LIBOR rate plus 3.5% (4.64% at
October 26, 2003). Term loans require quarterly principal payments through
January 2006.

The Company, as required by the Amended Credit Agreement, utilizes an interest
rate


                                      F-14
<PAGE>

swap (the "swap") to hedge against the impact on cash flows of changes in
interest rates. The interest rate swap is designated as a cash flow hedge of a
specific portion of the term loans outstanding under the Credit Facility and is
carried on the balance sheets at fair value. The effective portion of unrealized
gains or losses on the fair value of the swap is charged to other comprehensive
income, net of applicable taxes, until the hedged transaction is complete and
affects earnings. Ineffectiveness is charged to earnings as incurred. Amounts
related to ineffectiveness have not been significant to date. The effect of the
swap is to convert the interest rate on the hedged portion of the term loans
from a variable rate to a fixed rate of 8.47%. The swap matures on March 31,
2004. The carrying value and fair value of the swap was a liability of $129,000
and $477,000 at October 26, 2003 and October 27, 2002, respectively.

Future minimum principal payments on the revolving credit facilities and the
term loans are as follows:


                        In thousands
                        ------------
        2004 .......     $  1,000
        2005 .......       10,400
        2006 .......       10,950
                         --------
                         $ 22,350
                         ========


Cash paid for interest on all outstanding debt aggregated $1,606,000, $2,281,000
and $2,338,000 for the years ended October 26, 2003, October 27, 2002 and
October 28, 2001, respectively. The Company's Amended Credit Agreement does not
permit the Company or its Subsidiaries to declare or pay cash dividends.

8. PREFERRED STOCK

On October 26, 2003 and October 27, 2002, the Company had authorized 180,000
shares of unissued, preferred stock with a par value of $100 per share. The
Board of Directors has the authority to issue such preferred stock and to set
the terms thereof, including the dividend rate, conversion rights, redemption
rights, voting rights and liquidation preferences. There are no shares of
preferred stock outstanding as of October 26, 2003.

9. REPURCHASE OF COMMON STOCK

In October 1999, the Board of Directors of the Company approved a plan to
purchase up to $500,000 of the Company's common stock in the open market.
Pursuant to the stock repurchase plan, the Company purchased 25,137 shares of
common stock at an aggregate price of $90,000 during fiscal year 2001.

10. STOCK OPTION PLANS

The Company has in effect nonqualified and incentive stock option plans under
which shares are available for exercise. As of October 26, 2003, the Board of
Directors has reserved 1,954,527 shares of common stock for issuance under the
plans. The prices at which substantially all stock options outstanding have been
granted have been equal to or in excess of the fair market value of the
Company's stock at the time of the grant. These options vest over periods up to
three years. On October 26, 2003, there were 368,319 shares available for future
grants.


                                      F-15
<PAGE>

The following table summarizes activity and outstanding options under the plans:

<TABLE>
<CAPTION>
                                                              Weighted
                                           Shares             Average
                                       Under Options       Exercise Price
                                       -------------       --------------
<S>                                     <C>                <C>
Outstanding on October 29, 2000 ..       1,208,282          $   4.76
     Granted-Option Price = FMV ..         558,826              7.56
     Granted-Option Price < FMV ..          23,174              9.49
     Forfeited ...................        (109,168)             6.66
     Exercised ...................        (100,954)             2.56
                                         ---------
Outstanding on October 28, 2001 ..       1,580,160              5.83
     Granted-Option Price = FMV ..         262,500              4.08
     Forfeited ...................         (75,118)             5.92
     Exercised ...................          (3,166)             2.07
                                         ---------
Outstanding on October 27, 2002 ..       1,764,376              5.58
     Granted-Option Price = FMV ..       1,576,208              1.77
     Forfeited ...................      (1,754,376)             5.60
     Exercised ...................              --                --
                                         ---------
Outstanding on October 26, 2003 ..       1,586,208              1.77
                                         =========
Exercisable as of:
  October 28, 2001 ...............         756,335          $   4.07
  October 27, 2002 ...............       1,071,562              5.04
  October 26, 2003 ...............       1,274,055              1.78
</TABLE>


<TABLE>
<CAPTION>
                                  Options Outstanding                   Options Exercisable
                       ------------------------------------------    -------------------------
                                      Weighted
                                       Average                                       Weighted
     Range of          Outstanding    Remaining      Weighted        Exercisable      Average
     Exercise             As of      Contractual      Average           as of        Exercise
      Prices            10/26/03        Life       Exercise Price      10/26/03        Price
-------------------    -----------   -----------   --------------    -----------     --------
<S>                    <C>           <C>           <C>               <C>             <C>
$0.00-$1.00 .......        11,000     4.4 Years       $ 0.80                  0       $   --
$1.01-$2.00 .......     1,575,208     8.7               1.78          1,274,055         1.78
                        ---------                                     ---------
                        1,586,208     8.6               1.77          1,274,055         1.78
                        =========                                     =========
</TABLE>

On February 28, 2003, the Company offered to eligible employees, directors and
consultants ( "Eligible Employees") the opportunity to exchange all their
outstanding options to purchase shares of Alpha Common stock for new options
which were to be granted under the Company's Amended and Restated 1994 Stock
Option Plan. The number of shares subject to the new options to be granted to
each Eligible Employee was equal to the number of shares subject to the options
tendered by the Eligible Employee and accepted for exchange. Eligible Employees
tendered options to purchase 1,575,708 shares. The exercise price per share
($1.78) of the new options was 100% of the fair market value on the date of
grant, October 8, 2003, which was at least six months and one day after the date
the Company cancelled the options accepted for exchange.

In April, 2002, the Company's Board of Directors and stockholders approved an
amendment to the 1994 Stock Option Plan, which provided for options to purchase
5,000 shares to be automatically granted to non-employee directors at the Annual
Meetings to be held in 2003 and 2004. In November, 2001, the Company's Board of
Directors approved an amendment to the 1994 Stock Option Plan to increase the
aggregate number of shares subject to the Plan to 2,400,000 shares, subject to
shareholder approval which was subsequently obtained at the 2002 Annual Meeting
of Stockholders. In April, 2001, the Company's Board of Directors and
stockholders approved an amendment to the 1994 Stock Option Plan, which provided
for options to purchase 5,000 shares to be automatically granted to non-employee
directors at the Annual Meetings to be held in 2001 and 2002 and set the maximum
number of shares as to which options may be granted to any one individual under
the Plan during any calendar year at 250,000.


                                      F-16
<PAGE>

11. WARRANTS

On January 28, 2002, March 4, 2002, and September 5, 2003, the Company issued
warrants to purchase an aggregate of 36,666 shares at an exercise price of $2.89
per share, an aggregate of 73,334 shares at an exercise price of $1.94 per
share, and an aggregate of 148,225 shares at an exercise price of $1.62 per
share, respectively, of common stock of the Company to its Lenders in connection
with amendments to its Credit Agreement dated December 26, 2000. These warrants
were fully vested and exercisable at the date of issuance and will expire in
five years from the date of grant. None of these warrants have been exercised as
of October 26, 2003. The value of the warrants (determined using the
Black-Scholes pricing model) was $306,000 and is being amortized to interest
expense over the remaining life of the loan.

On October 1, 2002, warrants to purchase 250,000 shares of the Company's Common
stock were issued to 33 Bridge Investors, LLC. in connection with the sale and
leaseback transaction as described in Note 18. The warrants were fully vested
and exercisable at the date of issuance at an exercise price of $1.42 per share
and will expire in ten years. None of these warrants have been exercised as of
October 26, 2003. The fair value of the warrants (determined using the
Black-Scholes pricing model) was $274,000 and was expensed as a component of the
loss on the sale of land and building.

12. NET INCOME (LOSS) PER SHARE

Basic net income (loss) per common share is computed by dividing income (loss)
available to common shareholders by the weighted average number of shares of
Common stock outstanding during each year. Diluted earnings per common share are
calculated to give effect to stock options and warrants outstanding during the
period. The treasury stock method is used to calculate dilutive shares and
reduces the gross number of dilutive shares by the number of shares purchasable
from the proceeds of the options assumed to be exercised. For fiscal year 2003
and 2002, potentially dilutive shares were not considered in the computation as
their effect would have been antidilutive. The amounts used in calculating basic
and dilutive earnings per share and the amounts that would have been used in
fiscal 2001 through 2003 were:

<TABLE>
<CAPTION>
                                                                             For the Years Ended
                                                                             -------------------
                                                                     October 26,   October 27,     October 28,
                                                                         2003          2002         2001
                                                                     -----------   -----------     -----------
                                                                                  (in thousands)
<S>                                                                   <C>             <C>             <C>
Income (loss) used in basic and diluted Earnings per share:
  (Loss) income from continuing operations .....................      $(15,598)       $(11,488)       $   107
  (Loss) income from discontinued operations ...................      $     --        $     --        $   (79)
  Gain on sale of discontinued operation,
    net of applicable taxes ....................................      $     --        $     --        $   277
                                                                      --------        --------        -------
  Net (loss) income available to common shareholders ...........      $(15,598)       $(11,488)       $   305
                                                                      ========        ========        =======
Shares:
    Weighted average common shares outstanding .................         7,110           7,110          7,038
  Net common shares issuable on exercise of stock options (1) ..            --              --            430
                                                                      --------        --------        -------
    Weighted average common and common equivalent
      shares outstanding .......................................         7,110           7,110          7,468
                                                                      --------        --------        -------
</TABLE>

(1) Antidilutive

For fiscal year ended October 26, 2003 and October 27, 2002, 7,342 and 47,266
potential common shares, respectively, were excluded from the calculations above
because the effect was antidilutive.

13. INCOME TAXES


                                      F-17
<PAGE>

The (benefit) provision for income taxes for continuing operations was as
follows:

<TABLE>
<CAPTION>
                                                          For the Years Ended
                                              ----------------------------------------
                                              October 26,   October 27,    October 28,
                                                 2003         2002           2001
                                              -----------   -----------    -----------
                                                           (In thousands)
<S>                                             <C>         <C>              <C>
Federal income tax ..........................   $ (826)     $ (6,561)        $ 102
State income tax ............................      (57)       (1,073)           63
                                                ------      --------         -----
Total (benefit)
provision for income
taxes .......................................   $ (883)     $ (7,634)        $ 165
                                                ======      ========         =====
</TABLE>

The differences in the income taxes provided for the amounts determined by
applying the Federal statutary rate to income before taxes of the Company are
summarized as follows:

<TABLE>
<CAPTION>
                                                            For the Years Ended
                                                 -----------------------------------------
                                                 October 26,   October 27,     October 28,
                                                    2003          2002            2001
                                                 -----------   -----------     -----------
                                                             (In thousands)
<S>                                                <C>           <C>            <C>
Federal income statutory rate ...............      (34.0)%       (34.0)%        34.0%
State income taxes, net of federal
  income tax benefit ........................       (5.6)         (5.6)          6.8
Change in valuation allowance ...............       34.2          --            21.1
Other .......................................       --            (0.3)         (1.2)
                                                  ------         -----          ----
Total (benefit) provision for income taxes ..       (5.4)%       (39.9)%        60.7%
                                                  ======         =====          ====
</TABLE>

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and liabilities and their changes during the year end
ended October 26, 2003 were as follows:

<TABLE>
<CAPTION>
                                            October 26,    October 27,
                                               2003          2002
                                            -----------    -----------
                                                  (in thousands)
<S>                                          <C>              <C>
Deferred Tax Assets:
  Net operating loss caryforwards ....       $  6,383         $  4,165
  Amortizations ......................          9,625            5,149
  Tax credits ........................            436              795
  Accrued liabilities ................            152               55
  Other ..............................            605              757
                                             --------         --------
    Total gross deferred tax assets ..         17,201           10,921
  Less: valuation allowances .........         (6,143)            (500)
                                             --------         --------
  Net deferred tax asset .............         11,058           10,421
Deferred Tax Liabilities:
  Amortization and depreciation ......         (1,012)            (813)
                                             --------         --------
    Net deferred tax asset ...........       $ 10,046         $  9,608
                                             ========         ========
</TABLE>


Cash paid for income taxes aggregated $90,000, $136,000 and $300,000 for the
years ended October 26, 2003, October 27, 2002 and October 28, 2001,
respectively.

The Company evaluates the recoverability of its recorded deferred tax assets
each reporting period and provides valuation allowances where necessary for
assets not


                                      F-18
<PAGE>

likely to be recovered. The Company increased its valuation allowance to
$6,143,000 from $500,000 at October 27, 2002, as management determined it would
be more likely than not that the Company will not be able to realize the future
tax benefit associated with the current year's write-off of goodwill and other
intangible assets. In fiscal 2001, the valuation allowance decreased by
$454,000.

As of October 26, 2003, the Company had pre tax operating loss carry forwards
for both Federal and State of approximately $16,120,000 ($6,383,000, net of
tax), unused investment and research and development tax credits of
approximately $208,000 and $228,000 of alternative minimum tax credits available
to offset future Federal income taxes. The Federal net operating loss carry
forwards will expire from 2017 to 2021, the investment tax credit and research
and development tax credit carry forwards will expire from 2004 to 2006, and the
alternative minimum tax credit has no expiration. The state net operating loss
carry forwards will expire from 2004 to 2007.

14. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has operating lease commitments for certain office equipment and
manufacturing, administrative and support facilities. Minimum lease payments
under noncancellable leases, including amounts related to the sale leaseback
discussed in Note 18, are as follows:

<TABLE>
<CAPTION>
                                          Total
                                      --------------
                                      (in thousands)
<S>                                     <C>
Fiscal year ending October:
2004 ................................   $  1,810
2005 ................................      1,487
2006 ................................      1,233
2007 ................................      1,236
2008 ................................      1,246
Thereafter ..........................      7,060
                                        --------
Minimum lease payments ..............   $ 14,072
                                        ========
</TABLE>


Rent expense (exclusive of operating expenses and net of sublease rents) for
operating leases for continuing operations was approximately $1,918,000,
$1,337,000 and $1,416,000 in fiscal 2003, 2002, and 2001, respectively. Total
rent expense was approximately $2,019,000, $1,422,000 and $1,501,000 in fiscal
2003, 2002 and 2001, respectively.

Contingencies

From time to time, the Company becomes involved in litigation incidental to its
business. Management, based on its understanding of the facts and, where
necessary advice of counsel, does not believe that matters currently pending,
either individually or in the aggregate, would have a material impact on
financial position or the results of operations.

15. RETIREMENT PLANS

The Company sponsors a defined contribution plan which is available to all
domestic employees. This plan provides for employer contributions based on
employee participation. The total expense from continuing operations under the
plan was $292,000 and $346,000 for the years ended October 27, 2002 and October
28, 2001, respectively. Employer contributions were suspended for the entire
2003 fiscal year.


                                      F-19
<PAGE>

16. BUSINESS SEGMENT INFORMATION

The Company has one operating segment, which manufactures thermal management and
non-thermal fabricated products and aluminum extrusions. The Company derives
substantially all of its operating revenue from the sale and support of one
group of products and services with similar characteristics such as the nature
of the production processes, the type and class of customers, and the methods of
distribution. Substantially all of the Company's assets are located within the
United States. In addition, the Company's chief decision- maker and management
make decisions based on one product group.

<TABLE>
<CAPTION>
                                                                       For the Years Ended
                                                               --------------------------------------
                                                               October 26,  October 27,   October 28,
                                                                 2003          2002          2001
                                                                -------     -----------   -----------
                                                                          (in thousands)
<S>                                                             <C>           <C>          <C>
Net sales by geographic area:
Sales to customers within the continental United States ...     $43,818       $53,446      $65,331
Exports from the United States to unaffiliated customers ..       2,983         2,128        2,583
                                                                -------       -------      -------
   Total Sales ............................................     $46,801       $55,574      $67,914
                                                                =======       =======      =======
</TABLE>


Net sales to one customer totaled approximately 10.4%, 11.6% and 10.1% of
consolidated revenues for the fiscal years ended October 26, 2003, October 27,
2002 and October 28, 2001, respectively.

17. RESTRUCTURING COSTS

In response to the decline in demand for the Company's products resulting from
the economic downturn in the markets served by the Company's products, the
Company took significant actions to reduce operating expenses and incurred
restructuring costs totaling $822,000 in fiscal 2001. Such restructuring costs
consisted of severance costs ($257,000) and a non-cancelable lease commitment on
an unused administrative facility ($565,000). The following summarizes the
changes in the restructuring cost liability since the date the charge was taken
in 2001.

<TABLE>
<CAPTION>
                                 Lease
                              Commitment    Severance       Total
                              ----------    ---------       -----
                                          (In thousands)
<S>              <C>            <C>           <C>           <C>
Charges taken in 2001 .....     $ 565         $ 257         $ 822
Payments made .............       (33)         (188)         (221)
                                -----         -----         -----
Balance October 28, 2001 ..       532            69           601
Payments made .............      (267)          (69)         (336)
                                -----         -----         -----
Balance October 27, 2002 ..       265            --           265
Payments made .............       (75)           --           (75)
                                -----         -----         -----
Balance October 26, 2003 ..     $ 190         $  --         $ 190
                                =====         ===           =====
</TABLE>


                                      F-20
<PAGE>
18. SALE AND LEASEBACK TRANSACTION WITH RELATED PARTIES

On October 1, 2002, the Company's wholly-owned subsidiary, Wakefield Thermal
Solutions, Inc. ("Wakefield") entered into a sale and leaseback transaction for
its 171,235 square foot Pelham, New Hampshire manufacturing facility (the
"Property"). Wakefield sold the Property to 33 Bridge Investors, LLC ("33
Bridge"), a newly-formed entity in which Marshall D. Butler, a director of the
Company owns 50% of the equity interest, for a purchase price of $4,750,000. In
connection with the sale and leaseback transaction, the Company issued warrants
to purchase an aggregate of 250,000 shares of Common Stock, par value $.03 per
share, to the members of 33 Bridge, including warrants to purchase 125,000
shares of Common stock to Marshall D. Butler, at an exercise price of $1.42 per
share. The warrants were valued at approximately $274,000 using the Black Sholes
method. The book value of the land, buildings and improvements was approximately
$6.3 million. Selling costs were approximately $300,000, excluding the value of
the warrants. The loss on the sale of the property was $2.1 million ($1.3
million, net of tax).

Effective on October 1, 2002, 33 Bridge and Wakefield entered into a lease
whereby Wakefield leased from 33 Bridge the Property for 15 years at an initial
rent of $630,000 per year with annual increases between 2% and 2.5% per annum.
Wakefield is responsible for operating expenses including taxes, utilities,
insurance and maintenance. The obligations of Wakefield under the lease are
guaranteed by the Company. The Company incurred rental expense of approximately
$61,000 in October 2002 related to this lease. Rental expense in fiscal year
2003 for this lease was approximately $629,000.

The purchase price and other terms of the sale and leaseback transaction were
negotiated and approved on behalf of the Company by the Audit Committee of the
Company consisting of three independent directors constituted as a special
committee. The transaction was negotiated on behalf of the Purchaser-Lessor by
its Managing Member, who was not affiliated with the Company.

19. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's principal financial instruments consist of cash and cash
equivalents, variable rate debt outstanding under the Company's Credit
Agreement, and the interest rate swap utilized as a cash flow hedge. The
carrying amounts for these financial instruments approximate their estimated
fair values.

The fair market values of financial instruments were estimates based on market
conditions and perceived risks at October 26, 2003 and October 27, 2002, and
require varying degrees of management judgment. The factors used to estimate
these values may not be valid on any subsequent date. Accordingly, the fair
market values of the financial instruments presented may not be indicative of
their future values.

The following methods and assumptions were used to estimate the fair market
value of each class of financial instrument:

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in banks and money market accounts as
well as highly liquid investments with initial maturities of three months or
less when purchased. The carrying amount approximated fair market value due to
the short-term maturity of the instruments.

VARIABLE-RATE REVOLVING CREDIT FACILITY AND TERM NOTES

The carrying amount of the credit facility approximates fair market value
because of the renewing feature of the facility. The fair market value of the
notes is estimated based on quoted market prices.


                                      F-21
<PAGE>

INTEREST RATE SWAP AGREEMENT

The Company, as required by the Amended Credit Agreement utilizes the swap to
hedge against its interest rate risk. The fair market value represents the
amount Alpha would receive or pay to terminate the agreement taking into
consideration current interest rates.

20. GOODWILL AND OTHER INTANGIBLE ASSETS

An independent valuation advisory firm, Delphi Valuation Advisors, Inc., was
engaged to assist the Company with its annual impairment test as of the
designated test date of June 1. These tests concluded that $13.0 million and
$15.6 million of the goodwill carried on the books as of June 1, 2003 and June
1, 2002, respectively, was impaired. The fair value of the Company's single
reporting unit was determined by using established valuation techniques,
specifically, the income, market and cost approaches. Management believes that
this impairment was caused by the downturn in the economy which severely
impacted the markets served by the Company's products. This impairment has been
reported as a separate component of operating expenses in the Consolidated
Statement of Operations. Goodwill, net of amortization, has been reduced from
$28.6 million at October 28, 2001 to $13.0 million at October 27, 2002 and from
$13.0 million to $0 at October 26, 2003.

The following reconciliation summarizes the impact that the adoption of SFAS No.
142 had on the Company's net (loss) income and earnings per share.

<TABLE>
<CAPTION>
                                                        For the Years Ended
                                          ------------------------------------------------
                                          October 26,      October 27,         October 28,
                                             2003             2002                 2001
                                          -----------      -----------         -----------
                                               (In thousands, except per share data)
<S>                                       <C>                <C>                <C>
Net (loss) income:
Net (loss) income, as reported ......     $  (15,598)        $  (11,488)        $     305
Add: Goodwill amortization (1) ......             --                 --               765
    Goodwill impairment charge (1) ..         12,980              9,954                --
                                          ----------         ----------         ---------
  Adjusted net income (loss) ........     $   (2,618)        $   (1,534)        $   1,070
                                          ==========         ==========         =========
Basic earnings per share:
Net (loss) income, as reported ......     $    (2.19)        $    (1.62)        $    0.04
Add: Goodwill amortization (1) ......             --                 --              0.11
    Goodwill impairment charge (1) ..           1.83               1.40                --
                                          ----------         ----------         ---------
  Adjusted net income (loss) ........     $    (0.36)        $    (0.22)        $    0.15
                                          ==========         ==========         =========
Diluted earnings per share:
Net (loss) income, as reported ......     $    (2.19)        $    (1.62)        $    0.04
Add: Goodwill amortization (1) ......             --                 --              0.10
    Goodwill impairment charge (1) ..           1.83               1.40                --
                                          ----------         ----------         ---------
  Adjusted net income (loss) ........     $    (0.36)        $   (0.22)         $    0.14
                                          ==========         ==========         =========

Note (1) - Net of applicable taxes

Weighted average shares outstanding:
Basic                                          7,110              7,110             7,038
Diluted                                        7,110              7,110             7,468
</TABLE>


                                      F-22
<PAGE>

The Company performs impairment analyses of its long-lived assets whenever
events and circumstances indicate that they may be impaired. All long-lived
assets other than goodwill are assessed for impairment by comparison of the
total amount of undiscounted cash flows expected to be generated by such assets
to their carrying value. In July 2003 it was determined that a an intangible
asset related to a non compete agreement between the Company and a former owner
of Lockhart Industies, Inc., which is now a subsidiary of Alpha Technologies
Group, Inc., no longer had any value. The carrying value of this asset before
the impairment write-off was $323,000. This impairment has been reported as a
separate component of operating expenses in the Consolidated Statement of
Operations

21. SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                    First         Second          Third           Fourth           Total
                                                   Quarter        Quarter        Quarter          Quarter          Year
                                                   --------       --------       --------         --------       --------
                                                                    (in thousands, except per share data)
<S>                                                <C>            <C>            <C>              <C>            <C>
2003
Net sales ....................................     $ 11,421       $ 12,209       $ 11,658         $ 11,513       $ 46,801
Gross profit (net sales less cost of sales) ..        1,188          1,482          1,193            1,223          5,086
Net loss .....................................         (473)          (348)       (13,871)(a)         (906)       (15,598)
Loss per common share
  Basic and diluted:
    Net loss .................................     $  (0.07)      $  (0.05)      $  (1.95)        $  (0.12)      $  (2.19)
                                                   ========       ========       ========         ========       ========

2002
Net sales ....................................     $ 12,587       $ 13,933       $ 15,258         $ 13,796       $ 55,574
Gross profit (net sales less cost of sales) ..        1,781          2,388          2,490            1,572          8,231
Net loss .....................................         (314)          (348)        (9,833)(b)         (993)       (11,488)
Loss per common share
  Basic and diluted:
    Net loss .................................     $  (0.04)      $  (0.05)      $  (1.38)        $  (0.14)      $  (1.62)
                                                   ========       ========       ========         ========       ========

</TABLE>

(a)  Includes goodwill impairment charge of $13 million and intangible asset
     impairment charge of $323,000.

(b)  Includes goodwill impairment charge of $15.6 million.


                                      F-23
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.
----------


23.1  --  Independent Auditors' Consent of Deloitte Touche LLP. (Filed Herewith)

23.2  --  Consent of Independent Public Accountants - Grant Thornton LLP. (Filed
          Herewith)

31.1  --  Certification by Chief Executive Officer pursuant to Section 302 of
          Sarbanes-Oxley Act of 2002. (Filed Herewith)

31.2  --  Certification by Chief Financial Officer pursuant to Section 302 of
          Sarbanes-Oxley Act of 2002. (Filed Herewith)

32.1  --  Certification by Chief Executive Officer and Chief Financial Officer
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
          906, the Sarbanes-Oxley Act of 2002. (Filed Herewith)