<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-2

 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 Vincente 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. [ ]

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


      The aggregate market value of the 4,364,446 shares of voting stock held by
non-affiliates (persons other than officers, directors, and 5% shareholders) of
the Registrant as of April 25, 2004, the last business day of the Registrant's
most recently completed second fiscal quarter, was $7,332,269, based on the
closing price of $1.68 on the Nasdaq National Market as of such date.

          Common Stock, 7,110,336 shares outstanding at April 25, 2004
<PAGE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended October 26, 2003 as set forth in the pages attached hereto:

      Item 14(a)(3)     Exhibits.

      Exhibit 99.3      Annual Report on Form 11-K for the
                        fiscal year ended December 31, 2003 for the ATGI 401(k)
                        Plan


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                        ALPHA TECHNOLOGIES GROUP, INC.


                                        By: /s/ James J. Polakiewicz
                                            ------------------------------------
                                            James J. Polakiewicz
                                            Chief Financial Officer

Dated:  June 28, 2004


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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                       Sequentially
Exhibit                                                                                    Numbered
Number              Description of Exhibit                                                     Page
<S>                 <C>                                                                <C>
99.3                Annual Report on Form 11-K for the year ended                            4
                    December 31, 2003 for the ATGI 401k Plan.
</TABLE>


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