##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2007.
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from
          to           .
 Commission File Number: 001-33354
 Alpha
Security Group Corporation
  Delaware
    
    03-0561397(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 328 West 77 th Street
 New York, New York 10024  (Address of Principal Executive Offices including Zip Code)
 212-877-1588
 (Registrants
Telephone Number, Including Area Code)
 þ o
  o o þ
 þ o




---



##### 



ALPHA SECURITY GROUP CORPORATION INDEX TO FORM 10-Q
 Page No.Part 1. Financial InformationItem 1. Financial StatementsCondensed Balance Sheets as of June 30, 2007 and December 31, 2006
    
    
    3Condensed Statement of Operations for the three and six months ended June 30, 2007 and 2006, and for the
period from April 20, 2005 (date of inception) to June 30, 2007
    
    
    4Condensed Statement of Stockholders Equity for the period from April 20, 2005 (date of inception) to
June 30, 2007
    
    
    5Condensed Statement of Cash Flows for the six months ended June 30, 2007 and 2006 and from
April 20, 2005 (date of inception) to June 30, 2007
    
    
    6Notes to Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17Part 2. Other InformationItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Default Upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    19SIGNATURESEX-31.1: CERTIFICATIONEX-32.1: CERTIFICATIONEX-31.1: CertificationEX-32.1: Certification
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS (UNAUDITED)
 Alpha Security Group Corporation
 
 CONDENSED BALANCE SHEET
 June 30, 2007
    
    
    December 31, 2006(unaudited)ASSETSCurrent AssetsCash
    
    $
    1,344
    
    
    $
    7,119Investment in trust account
    
    
    60,144,501
    
    
    
    Prepaid expenses & taxes
    
    
    66,713
    
    
    
    Total current assets
    
    
    60,212,558
    
    
    
    7,119Deferred tax asset
    
    
    64,891
    
    
    
    Deferred offering costs
    
    
    
    
    
    
    495,712Total assets
    
    $
    60,277,449
    
    
    $
    502,831LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)Current LiabilitiesAccrued
offering costs - principally professional fees
    
    $
    
    
    
    $
    325,386Accrued expenses and taxes
    
    
    40,146
    
    
    
    Deferred underwriting fees
    
    
    1,800,000
    
    
    
    Deferred legal fees
    
    
    90,000
    
    
    
    Notes
payable - stockholders
    
    
    250,000
    
    
    
    187,802Total liabilities
    
    
    2,180,146
    
    
    
    513,188Common stock, subject to possible redemption,
2,099,400 shares, at redemption value of $9.70 per
share
    
    
    20,364,180
    
    
    
    CommitmentsStockholders equity (deficiency)Preferred stock, $.0001 par value, authorized
1,000,000 shares, none issued
 June 30, 2007
    
    
    December 31, 2006(unaudited)Common stock, $.0001 par value, authorized
30,000,000 shares; issued and outstanding
7,580,000 shares, inclusive of 2,099,400 shares subject
to possible redemption and 1,580,000 shares at
June 30, 2007 and December 31, 2006
    
    
    758
    
    
    
    158Additional paid-in capital
    
    
    37,488,281
    
    
    
    24,530Earnings (deficit) accumulated during the development
stage
    
    
    244,084
    
    
    
    (35,045
    )Total stockholders equity (deficiency)
    
    
    37,733,123
    
    
    
    (10,357
    )Total liabilities and stockholders equity
(deficiency)
    
    $
    60,277,449
    
    
    $
    502,831
  3




---



##### Table of Contents



Alpha Security Group Corporation
 
 CONDENSED STATEMENT OF OPERATIONS
 tFor the periodFor the
    
    
    fromApril 20, 2005Three months ended
    
    
    Six months ended
    
    
    (inception) toJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Formation and
operating costs
    
    $
    (193,394
    )
    
    $
    (1,082
    )
    
    $
    (219,116
    )
    
    $
    (6,451
    )
    
    $
    (254,161
    )Interest and
dividend income
    
    
    720,902
    
    
    
    
    
    
    
    771,125
    
    
    
    
    
    
    
    771,125Net income (loss)
before provision
for income taxes
    
    
    527,508
    
    
    
    (1,082
    )
    
    
    552,009
    
    
    
    (6,451
    )
    
    
    516,964Provision for
income taxes
    
    
    (272,880
    )
    
    
    
    
    
    
    (272,880
    )
    
    
    
    
    
    
    (272,880
    )Net income (loss)
    
    $
    254,628
    
    
    $
    (1,082
    )
    
    $
    279,129
    
    
    $
    (6,451
    )
    
    $
    244,084Weighted
average shares outstanding
    
    
    7,580,000
    
    
    
    1,600,000
    
    
    
    4,729,171
    
    
    
    1,600,000
    
    
    
    2,303,342Net income
(loss) per share
    
    $
    0.03
    
    
    $
    (0.00
    )
    
    $
    0.06
    
    
    $
    (0.00
    )
    
    $
    0.11
  4




---



##### Table of Contents



Alpha Security Group Corporation
 
 CONDENSED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)
 For the period from April 20, 2005 (inception) to June 30, 2007DeficitaccumulatedAdditional
    
    
    during the
    
    
    StockholdersCommon stock
    
    
    paid-in

    
    
    development
    
    
    equityShares
    
    
    Amount
    
    
    capital
    
    
    stage
    
    
    (deficiency)Common shares issued
July 18, 2005 at $.0156
    
    
    1,600,000
    
    
    $
    160
    
    
    $
    24,840
    
    
    $
    
    
    
    $
    25,000Net loss - 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,140
    )
    
    
    (11,140
    )Balance - December 31,
2005
    
    
    1,600,000
    
    
    $
    160
    
    
    $
    24,840
    
    
    $
    (11,140
    )
    
    $
    13,860Net loss - 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,905
    )
    
    
    (23,905
    )Redemption -
September 15, 2006
    
    
    (20,000
    )
    
    
    (2
    )
    
    
    (310
    )
    
    
    
    
    
    
    (312
    )Balance - December 31,
2006
    
    
    1,580,000
    
    
    $
    158
    
    
    $
    24,530
    
    
    $
    (35,045
    )
    
    $
    (10,357
    )Proceeds of private placement -
March 21, 2007
    
    
    
    
    
    
    
    
    
    
    3,200,000
    
    
    
    
    
    
    
    3,200,000Common shares issued
March 28, 2007 at $10
per share
    
    
    6,000,000
    
    
    
    600
    
    
    
    59,999,400
    
    
    
    
    
    
    
    60,000,000Proceeds subject to possible
redemption
    
    
    
    
    
    
    
    
    
    
    (20,364,180
    )
    
    
    
    
    
    
    (20,364,180
    )Expenses of the Offering
    
    
    
    
    
    
    
    
    
    
    (5,311,569
    )
    
    
    
    
    
    
    (5,311,569
    )(Unaudited):Net income - January 1
to June 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    279,129
    
    
    
    279,129Proceeds of options sold
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Additional costs of
offering
    
    
    
    
    
    
    
    
    
    
    (60,000
    )
    
    
    
    
    
    
    (60,000
    )Balance - June 30, 2007
    
    
    7,580,000
    
    
    $
    758
    
    
    $
    37,488,281
    
    
    $
    244,084
    
    
    $
    37,733,123
  5




---



##### Table of Contents



Alpha
Security Group Corporation
 
 CONDENSED STATEMENT OF CASH FLOWS
 For the period fromApril 20, 2005
    
    
    January 1, 2007
    
    
    January 1, 2006(Date of Inception) to
    
    
    to
    
    
    toJune 30, 2007
    
    
    June 30, 2007
    
    
    June 30, 2006(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Cash flows from operating activities:Net income (loss)
    
    $
    244,084
    
    
    $
    279,129
    
    
    $
    (6,451
    )Adjustments to reconcile net loss to
net cash used in operating activities:Increase in investment in Trust Account
    
    
    (141,670
    )
    
    
    (141,670
    )
    
    
    Increase in deferred tax asset
    
    
    (64,891
    )
    
    
    (64,891
    )
    
    
    Increase in prepaid expenses
    
    
    (66,713
    )
    
    
    (66,713
    )
    
    
    Increase in accounts payable and
accrued expenses
    
    
    40,146
    
    
    
    38,912
    
    
    
    5,000Net cash provided by (used in) operating activities
    
    
    10,956
    
    
    
    44,767
    
    
    
    (1,451
    )Cash flows
from investing activities:Payment to trust account
    
    
    (60,002,831
    )
    
    
    (60,002,831
    )
    
    
    Net cash
(used in) financing activities
    
    
    (60,002,831
    )
    
    
    (60,002,831
    )
    
    
    Cash flows from financing activities:Payment of expenses of offering
    
    
    (3,481,569
    )
    
    
    (3,310,009
    )
    
    
    Proceeds from sale of common stock
    
    
    25,000
    
    
    
    
    
    
    
    Proceeds from notes payable -
stockholders
    
    
    437,802
    
    
    
    250,000
    
    
    
    Proceeds from initial public offering
    
    
    60,000,000
    
    
    
    60,000,000
    
    
    
    Proceeds from private placement
    
    
    3,200,000
    
    
    
    3,200,000
    
    
    
    Proceeds from sale of option
    
    
    100
    
    
    
    100
    
    
    
    Repayment of notes payable -
stockholders
    
    
    (187,802
    )
    
    
    (187,802
    )
    
    
    Payment of deferred offering costs
    
    
    
    
    
    
    
    
    
    
    (11,056
    )Redemption of stock
    
    
    (312
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing
activities
    
    
    59,993,219
    
    
    
    59,952,289
    
    
    
    (11,056
    )Net increase (decrease) in cash
    
    
    1,344
    
    
    
    (5,775
    )
    
    
    (12,507
    )Cash - beginning of period
    
    
    
    
    
    
    7,119
    
    
    
    86,402Cash - end of period
    
    $
    1,344
    
    
    $
    1,344
    
    
    $
    73,895Supplemental schedule of non-cash
financing activities:Accrual of deferred offering costs
    
    $
    1,890,000
    
    
    $
    1,890,000
    
    
    $
    
   6




---



##### Table of Contents



ALPHA SECURITY GROUP CORPORATION
(a corporation in the development stage)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
 June 30, 2007
 Basis of Presentation
   1. Organization, Proposed Business Operations and Summary of Significant
Accounting Policies
     7




---



##### Table of Contents



ALPHA SECURITY GROUP CORPORATION
(a corporation in the development stage)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
June 30, 2007
 1. Organization, Proposed Business Operations and Summary of Significant Accounting Policies
(continued)
     8




---



##### Table of Contents



ALPHA SECURITY GROUP CORPORATION
(a corporation in the development stage)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
June 30, 2007
 1. Organization, Proposed Business Operations and Summary of Significant Accounting Policies
(continued)
   Cash and Cash Equivalents
  Income Taxes
  Share-Based payments
  9




---



##### Table of Contents



ALPHA SECURITY GROUP CORPORATION
(a corporation in the development stage)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
June 30, 2007
 1. Organization, Proposed
Business Operations and Summary of Significant Accounting Policies
(continued)
 Recently issued accounting pronouncements
    Income (Loss) per common share
  Use of Estimates
  2. Public Offering and Private Placement
  10




---



##### Table of Contents



ALPHA SECURITY GROUP CORPORATION
(a corporation in the development stage)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
June 30, 2007
 2.
Public Offering and Private Placement (continued)
    for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock.
  3. Note payable, stockholder
  4. Commitments
   11




---



##### Table of Contents



ALPHA SECURITY GROUP CORPORATION
(a corporation in the development stage)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
June 30, 2007
 4. Commitments (continued)
    12




---



##### Table of Contents



ALPHA SECURITY GROUP CORPORATION
(a corporation in the development stage)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
June 30, 2007
 4. Commitments (continued)
  
    
    the market price of the underlying shares of common stock is lower than the
exercise price;
    
    the holder of the warrants has not confirmed in writing that the representative
solicited the exercise;
    
    the warrants are held in a discretionary account;
    
    the warrants are exercised in an unsolicited transaction; or
    
    the arrangement to pay the commission is not disclosed in the prospectus
provided to warrant holders at the time of exercise.
 5. Preferred Stock
  6. Stockholders Equity
     13




---



##### Table of Contents



ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Forward Looking Statements
  Overview
  
    
    may significantly reduce the equity interest of our stockholders;
    
    will likely cause a change in control if a substantial number of our shares of
common stock are issued, which may affect, among other things, our ability to use our net
operating loss carry forwards, if any, and may also result in the resignation or removal of
one or more of our present officers and directors; and
    
    may adversely affect prevailing market prices for our common stock.
  
    
    default and foreclosure on our assets if our operating revenues after a
business combination were insufficient to pay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we have made
all principal and interest payments when due if the debt security contained covenants that
require the satisfaction or maintenance of certain financial ratios or reserves and any
such covenants were breached without a waiver or renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any, if the
debt securities were payable on demand; and
    
    our inability to obtain additional financing, if necessary, if the debt
securities contained covenants restricting our ability to obtain additional financing
while such securities were outstanding.
 14




---



##### Table of Contents



Results of operations for the three-month period ended June 30, 2007
     Results of operations for the six-month period ended June 30, 2007
     Liquidity and Capital Resources
   15




---



##### Table of Contents




    
    payment of taxes on trust account interest income;
    
    payment of State of Delaware franchise taxes;
    
    repayment of up to $250,000 of an additional officer loan made prior to the
closing of this offering by Steven M. Wasserman;
    
    our working capital requirements before we complete a business combination and,
if necessary, funding the costs of our potential dissolution and liquidation;
    
    solely if we complete a business combination, interest on the amount of deferred
underwriters compensation payable to the underwriters; and
    
    the balance, if any, to us if we complete a business combination or to our
public stockholders if we do not complete a business combination.
    16




---



##### Table of Contents



Off-Balance Sheet Arrangements
  
 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4 CONTROLS AND PROCEDURES
  
 PART II- OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM RISK FACTORS
  17




---



##### Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  18




---



##### Table of Contents



ITEM 6. EXHIBITS
 Exhibit No.
    
    Description31.1
    
    Certification of the Chief Executive Officer and Chief
Financial Officer (Principal Executive and Financial Officer)
pursuant to Rule 13a-14(a) of the Securities Exchange Act, as
amended.32.1
    
    Certification of the Chief Executive Officer and Chief
Financial Officer (Principal Executive and Financial Officer)
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 19




---



##### Table of Contents



SIGNATURES
  ALPHA SECURITY GROUP CORPORATIONAugust 20, 2007
    
    By: /s/ Steven M. WassermanSteven M. WassermanChief Executive Officer and Chief Financial Officer
(Principal Executive and Financial Officer)
 20