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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 September 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 Corp.
  Delaware
    
    03-0561397(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 328 West 77 th Street  New York, New York 10024
 212-877-1588  (Registrants Telephone Number, Including Area Code)
 þ o
  o o þ
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ALPHA SECURITY GROUP CORPORATION INDEX TO FORM 10-Q
 INDEX
  
 Page No.Part 1. Financial InformationItem 1. Financial StatementsCondensed Balance Sheets as of September 30, 2007 and December 31, 2006
    
    
    3Condensed Statement of Operations for the three and nine months ended September 30, 2007 and 2006, and for the period from April 20, 2005 (date of inception) to September 30, 2007
    
    
    4Condensed Statement of Stockholders Equity for the period from April 20, 2005 (date of inception) to September 30, 2007
    
    
    5Condensed Statement of Cash Flows for the nine months ended September 30, 2007 and 2006 and from April 20, 2005 (date of inception) to September 30, 2007
    
    
    6Notes to Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    16Part 2. Other InformationItem 1. Legal Proceedings
    
    
    16Item 1A. Risk Factors
    
    
    16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3. Default Upon Senior Securities
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17Item 5. Other Information
    
    
    17Item 6. Exhibits
    
    
    18SIGNATURESEX-31.1: CERTIFICATIONEX-32.1: CERTIFICATION
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ALPHA SECURITY GROUP CORPORATION  (A CORPORATION IN THE DEVELOPMENT STAGE)
 
 CONDENSED BALANCE SHEET
 September 30, 2007
    
    
    December 31, 2006(unaudited)ASSETSCurrent AssetsCash
    
    $
    96,764
    
    
    $
    7,119Investment in trust account
    
    
    60,231,096
    
    
    
    Prepaid expenses & taxes
    
    
    42,262
    
    
    
    Total current assets
    
    
    60,370,122
    
    
    
    7,119Deferred tax asset
    
    
    104,656
    
    
    
    Property & equipment, net of depreciation
    
    
    4,116Deferred offering costs
    
    
    
    
    
    
    495,712Total assets
    
    $
    60,478,894
    
    
    $
    502,831LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)Current LiabilitiesAccrued offering costs  principally professional fees
    
    $
    
    
    
    $
    325,386Accrued expenses and taxes
    
    
    56,058
    
    
    
    Deferred underwriting fees
    
    
    1,800,000
    
    
    
    Notes payable  stockholders
    
    
    250,000
    
    
    
    187,802Total liabilities
    
    
    2,106,058
    
    
    
    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 issuedCommon 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
September 30, 2007 and December 31, 2006
    
    
    758
    
    
    
    158Additional paid-in capital
    
    
    37,488,281
    
    
    
    24,530Earnings (deficit) accumulated during the development stage
    
    
    519,617
    
    
    
    (35,045
    )Total stockholders equity (deficiency)
    
    
    38,008,656
    
    
    
    (10,357
    )Total liabilities and stockholders equity (deficiency)
    
    $
    60,478,894
    
    
    $
    502,831
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ALPHA SECURITY GROUP CORPORATION  (A CORPORATION IN THE DEVELOPMENT STAGE)
 
 CONDENSED STATEMENT OF OPERATIONS
 For the
    
    
    For the period fromApril 20, 2005Three months ended
    
    
    Nine months ended
    
    
    (inception) toSeptember 30, 2007
    
    
    September 30, 2006
    
    
    September 30, 2007
    
    
    September 30, 2006
    
    
    September 30, 2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Formation and operating costs
    
    $
    (134,204
    )
    
    $
    (5,517
    )
    
    $
    (353,319
    )
    
    $
    (11,968
    )
    
    $
    (388,364
    )Interest and dividend income
    
    
    663,210
    
    
    
    
    
    
    
    1,434,335
    
    
    
    
    
    
    
    1,434,335Net income (loss) before provision
for income taxes
    
    
    529,006
    
    
    
    (5,517
    )
    
    
    1,081,016
    
    
    
    (11,968
    )
    
    
    1,045,971Provision for income taxes
    
    
    (253,474
    )
    
    
    
    
    
    
    (526,354
    )
    
    
    
    
    
    
    (526,354
    )Net income (loss)
    
    $
    275,532
    
    
    $
    (5,517
    )
    
    $
    554,662
    
    
    $
    (11,968
    )
    
    $
    519,617Weighted average shares outstanding
    
    
    7,580,000
    
    
    
    1,595,000
    
    
    
    5,689,890
    
    
    
    1,598,315
    
    
    
    2,846,353Net income (loss) per share
    
    $
    0.04
    
    
    $
    (0.00
    )
    
    $
    0.10
    
    
    $
    (0.01
    )
    
    $
    0.18
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ALPHA SECURITY GROUP CORPORATION  (A CORPORATION IN THE DEVELOPMENT STAGE)
 
 CONDENSED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)
 For the period from April 20, 2005 (inception) to September 30, 2007Deficit accumulatedCommon stock
    
    
    Additional paid-in
    
    
    during the
    
    
    StockholdersShares
    
    
    Amount
    
    
    capital
    
    
    development stage
    
    
    equity (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
September 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    554,662
    
    
    
    554,662Proceeds of options sold
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Additional costs of offering
    
    
    
    
    
    
    
    
    
    
    (60,000
    )
    
    
    
    
    
    
    (60,000
    )Balance  September 30, 2007
    
    
    7,580,000
    
    
    $
    758
    
    
    $
    37,488,281
    
    
    $
    519,617
    
    
    $
    38,008,656
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ALPHA SECURITY GROUP CORPORATION  (A CORPORATION IN THE DEVELOPMENT STAGE)
 
 CONDENSED STATEMENT OF CASH FLOWS
 For the period fromApril 20, 2005
    
    
    January 1, 2007
    
    
    January 1, 2006(Date of Inception) to
    
    
    to
    
    
    toSeptember 30, 2007
    
    
    September 30, 2007
    
    
    September 30, 2006(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Cash flows from operating activities:Net income (loss)
    
    $
    519,617
    
    
    $
    554,662
    
    
    $
    (11,968
    )Adjustments to reconcile net income (loss) to
net cash used in operating activities:Depreciation
    
    
    54
    
    
    
    54Increase in investment in Trust Account
    
    
    (228,265
    )
    
    
    (228,265
    )
    
    
    Increase in deferred tax asset
    
    
    (104,656
    )
    
    
    (104,656
    )
    
    
    Increase in prepaid expenses
    
    
    (42,262
    )
    
    
    (42,262
    )
    
    
    Increase in accounts payable and
accrued expenses
    
    
    56,058
    
    
    
    54,824
    
    
    
    51,709Net cash provided by (used in) operating activities
    
    
    200,546
    
    
    
    234,357
    
    
    
    39,741Cash flows from investing activitiesPayment to trust account
    
    
    (60,002,831
    )
    
    
    (60,002,831
    )Purchase of equipment
    
    
    (4,170
    )
    
    
    (4,170
    )
    
    
    Net cash (used in) financing activities
    
    
    (60,007,001
    )
    
    
    (60,007,001
    )
    
    
    Cash flows from financing activities:Payment of expenses of offering
    
    
    (3,571,569
    )
    
    
    (3,400,009
    )
    
    
    Proceeds from sale of common stock
    
    
    25,000
    
    
    
    
    
    
    
    Proceeds from notes payable  stockholder
    
    
    250,000
    
    
    
    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
    )
    
    
    Payment of deferred offering costs
    
    
    
    
    
    
    
    
    
    
    (86,514
    )Redemption of stock
    
    
    (312
    )
    
    
    
    
    
    
    (312
    )Net cash provided by (used in) financing
activities
    
    
    59,903,219
    
    
    
    59,862,289
    
    
    
    (86,826
    )Net increase (decrease) in cash
    
    
    96,764
    
    
    
    89,645
    
    
    
    (47,085
    )Cash  beginning of period
    
    
    
    
    
    
    7,119
    
    
    
    86,402Cash  end of period
    
    $
    96,764
    
    
    $
    96,764
    
    
    $
    39,317Supplemental schedule of cash flow informationCash paid for income taxes
    
    $
    639,971
    
    
    $
    639,971
    
    
    $
    Supplemental schedule of non-cash
financing activities:Accrual of deferred offering costs
    
    $
    1,800,000
    
    
    $
    1,800,000
    
    
    $
    
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1. Organization, Proposed Business Operations and Summary of Significant
Accounting Policies
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1. Organization, Proposed Business Operations and Summary of Significant Accounting Policies
(continued)
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1. Organization, Proposed Business Operations and Summary of Significant Accounting Policies
(continued)
  Cash and Cash Equivalents
  Income Taxes
  Share-Based payments
  Recently issued accounting pronouncements
    Income (Loss) per common share
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1. Organization, Proposed Business Operations and Summary of Significant Accounting
Policies (continued)
 Use of Estimates
  2. Public Offering and Private Placement
    for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock.
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3. Note payable, stockholder
  4. Commitments
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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
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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.
 Results of operations for the three-month period ended September 30, 2007
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Results of operations for the nine-month period ended September 30, 2007
     Liquidity and Capital Resources
 On March 21, 2007, we sold to Steven M. Wasserman (500,000 warrants), our Chief Executive
Officer, President and Co-Chairman of the board of directors, and Constantinos Tsakiris (2,700,000
warrants), a director, an aggregate of 3,200,000 warrants in a private placement for $1.00 per
warrant or aggregate consideration of $3,200,000. The warrants in the private placement have
identical terms to the warrants included in the units offered as part of the public offering. On
March 28, 2007, we consummated our initial public offering of 6,000,000 units at a purchase price
of $10.00 per unit or gross proceeds of $60,000,000. Each unit in the public offering consisted of
one share of common stock and one redeemable common stock purchase warrant. Each warrant entitles
the holder to purchase from us one share of common stock at an exercise price of $7.50 per share.
Prior to the closing, Steven M. Wasserman loaned us $250,000 for expenses of the public offering,
which loan will be repaid within 90 days of the closing.On March 28, 2007, the closing date of our public offering, $60,002,831 was placed in the
Trust Account at JP Morgan Chase New York, New York. This amount includes net proceeds of the
public offering of $56,800,000 and the private placement of $3,202,831 including interest
thereon. The funds in the Trust Account will be invested until the earlier of (i) consummation
of a business combination or (ii) the liquidation of the Trust Account as part of a plan of
distribution and liquidation approved by our stockholders.In addition to the net proceeds from the sale of the units in this offering and the sale of
warrants in our private placement, on the closing date of the public offering the trust account
included $1,800,000 of deferred underwriting compensation to be paid to Maxim Group LLC with
accrued interest if and only if a business combination is consummated, and $90,000 of deferred
legal fees to be paid, without contingency, from interest income earned on the trust account
released to us.While funds are held in the trust account, they will only be invested in Treasury Bills
issued by the United States government having a maturity of 180 days or less or money market
funds meeting the criteria under Rule 2a-7 under the 1940 Act. Interest earned will be applied
in the following order of priority:
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
    
    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.
      Off-Balance Sheet Arrangements
  
 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4 CONTROLS AND PROCEDURES
  
 PART II- OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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ITEM 5. OTHER INFORMATION
  
 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.




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SIGNATURES
  ALPHA SECURITY GROUP CORPORATIONNovember 14, 2007
    
    By: /s/ Steven M. WassermanSteven M. WassermanChief Executive Officer and Chief Financial Officer(Principal Executive and Financial Officer)