<PAGE>



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


                                    FORM 10-Q

(Mark One)
    [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the quarterly period ended January 27, 2002

                                       OR


[ ] 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 0-14365

                         ALPHA TECHNOLOGIES GROUP, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                    76-0079338

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


                  11990 San Vicente Blvd, Los Angeles, CA 90049
                    (Address of principal executive offices)


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



         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) has been subject to such
filing requirements for the past 90 days.      Yes  X         No




                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

  Common Stock, $.03 par value                           7,110,336
             Class                              Outstanding at February 28, 2002




<PAGE>


                         ALPHA TECHNOLOGIES GROUP, INC.
                                    FORM 10-Q
                                JANUARY 27, 2002


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                 Page No.

Part I. Financial Information

         Item 1. Financial Statements


<S>                                                                              <C>
         Consolidated Balance Sheets
                  January 27, 2002 and October 28, 2001                              3

         Consolidated Statements of Income
                  Three Months Ended January 27, 2002 and January 28, 2001           4

         Consolidated Statements of Comprehensive Income
                  Three Months Ended January 27, 2002 and January 28, 2001           5

         Consolidated Statements of Cash Flow
                  Three Months Ended January 27, 2002 and January 28, 2001           6

         Notes to Consolidated Financial Statements                                  7

         .
         Item 2. Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                          12

         Item 3. Quantitative and Qualitative Disclosures About Market Risk          15



Part II. Other Information

         Item 6. Exhibits and Reports on Form 8-K.                                   15
</TABLE>




                                          2
<PAGE>


PART I            FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS


                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

       CONSOLIDATED BALANCE SHEETS - JANUARY 27, 2002 AND OCTOBER 28, 2001

                 (In Thousands, Except Share and Per Share Data)


<TABLE>
<CAPTION>
                                                                                January 27,    October 28,
                                                                                  2002           2001

                                                                                (Unaudited)
<S>                                                                             <C>            <C>
ASSETS
CURRENT ASSETS:
     Cash                                                                         $  1,810      $  2,701
     Accounts receivable, net                                                        7,746         9,317
     Inventories, net                                                                8,095         8,049
     Prepaid expenses                                                                1,770         1,771
                                                                                  --------      --------
          Total current  assets                                                     19,421        21,838

PROPERTY AND EQUIPMENT, at cost                                                     38,810        38,829
     Less - Accumulated depreciation and amortization                               15,149        14,298
                                                                                  --------      --------
          Property and equipment, net                                               23,661        24,531

GOODWILL, net                                                                       28,582        28,582

OTHER ASSETS, net                                                                    2,606         2,500
                                                                                  --------      --------
                           TOTAL ASSETS                                           $ 74,270      $ 77,451
                                                                                  ========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable, trade                                                      $  3,576      $  4,522
     Accrued compensation and related benefits                                         859         1,000
     Other accrued liabilities                                                       1,584         1,833
     Current portion of long-term debt                                               8,450        32,600
                                                                                  --------      --------
          Total current liabilities                                                 14,469        39,955

REVOLVING CREDIT FACILITY                                                            2,200            --
LONG-TERM DEBT                                                                      20,450            --

OTHER LONG-TERM LIABILITIES                                                            519           626

STOCKHOLDERS' EQUITY:
     Preferred stock, $100 par value; shares authorized 180,000; no shares
          issued or outstanding                                                         --            --
     Common stock, $.03 par value; shares authorized 17,000,000; issued
          8,529,826 at January  27, 2002 and 8,526,660 at October 28, 2001             256           256
     Additional paid - in capital                                                   46,904        46,895
     Accumulated deficit                                                            (4,356)       (4,042)
     Accumulated other comprehensive income (loss)                                    (278)         (345)
     Treasury stock, at cost (1,419,490 common shares at January 27, 2002 and
          October 28, 2001)                                                         (5,894)       (5,894)
                                                                                  --------      --------
                           TOTAL STOCKHOLDERS' EQUITY                               36,632        36,870
                                                                                  --------      --------
                           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 74,270      $ 77,451
                                                                                  ========      ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       3
<PAGE>


                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
          FOR THE QUARTERS ENDED JANUARY 27, 2002 AND JANUARY 28, 2001

                                   (Unaudited)
                      (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                          January 27,   January 28,
                                                                             2002          2001


<S>                                                                       <C>           <C>
SALES                                                                     $ 12,587      $ 16,161
COST OF SALES                                                               10,806        11,592
                                                                          --------      --------
     Gross profit                                                            1,781         4,569

OPERATING EXPENSES
     Research and development                                                  112           229
     Selling, general and administrative                                     1,541         2,316
                                                                          --------      --------
          Total operating expenses                                           1,653         2,545
                                                                          --------      --------

OPERATING INCOME                                                               128         2,024

INTEREST EXPENSE                                                              (635)         (290)

INTEREST INCOME                                                                  8           149


OTHER INCOME (EXPENSE), net                                                     --           (16)
                                                                          --------      --------

(LOSS) INCOME BEFORE INCOME TAX                                               (499)        1,867

(BENEFIT) PROVISION FOR INCOME TAXES                                          (185)          717
                                                                          --------      --------

(LOSS) INCOME FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEMS                                                    (314)        1,150

LOSS FROM DISCONTINUED OPERATION, net of tax                                    --           (59)

GAIN ON SALE OF DISCONTINUED OPERATION, net of tax                              --           207

EXTRAORDINARY LOSS, EARLY EXTINGUISHMENT OF DEBT, net of tax                    --          (400)
                                                                          --------      --------

NET (LOSS) INCOME                                                         $   (314)     $    898
                                                                          ========      ========

EARNINGS PER COMMON SHARE
      BASIC
        Income from continuing operations                                 $  (0.04)     $   0.17
        Loss from discontinued operation                                        --            --
        Gain on sale of discontinued operation                                  --          0.02
        Extraordinary loss, early extinguishment of debt, net of tax            --         (0.06)

                                                                          --------      --------
                  Net (loss) income                                       $  (0.04)     $   0.13
                                                                          ========      ========

     DILUTED
         Income from continuing operations                                $  (0.04)     $   0.15
         Loss from discontinued operation                                       --            --
         Gain on sale of discontinued operation                                 --          0.02
         Extraordinary loss, early extinguishment of debt, net of tax           --         (0.05)
                                                                          --------      --------
                  Net (loss) income                                       $  (0.04)     $   0.12
                                                                          ========      ========

SHARES USED IN COMPUTING NET INCOME PER SHARE
             Basic                                                           7,108         6,843
             Diluted                                                         7,108         7,433
</TABLE>


                                       4
<PAGE>


                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
          FOR THE QUARTERS ENDED JANUARY 27, 2002 AND JANUARY 28, 2001

                                   (Unaudited)
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                        January 27,   January 28,
                                                            2002         2001


<S>                                                     <C>           <C>
NET (LOSS) INCOME                                           $(314)      $898

OTHER COMPREHENSIVE INCOME:
   Change in value of interest rate swap  (net of tax)        (67)        --


                                                           ------       ----
COMPREHENSIVE (LOSS) INCOME                                 $(381)      $898
                                                           =======      ====
</TABLE>




  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       5
<PAGE>


                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

   CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTERS JANUARY 27, 2002 AND
                                JANUARY 28, 2001

                                   (Unaudited)
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                    January 27,   January 28,
                                                                                       2002          2001


<S>                                                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss) income                                                                 ($314)     $    898
     Adjustments to reconcile net (loss) income to net cash
       provided by operating activities:
          Depreciation and amortization                                                  953           850
          Gain on sale of discontinued operation                                          --          (207)
          Loss on sale/disposal of equipment                                              --            23
          Extraordinary loss on early extinguishment of debt                              --           400
          Stock option compensation expense                                                3             3
          Deferred income taxes                                                         (158)          377
          Net cash provided by discontinued operations                                    --           131
          Changes in assets and liabilities, net of effects of expenditures for
            business acquisitions:
            Decrease in accounts receivable                                            1,571         2,501
            Increase in inventories                                                      (67)       (1,130)
            Decrease in prepaid expenses                                                   1           123
            Decrease in accounts payable                                                (946)       (1,649)
            Decrease in accrued compensation and related benefits                       (141)         (714)
            (Decrease) increase in other liabilities                                    (169)          381
                                                                                    --------      --------

          Net cash provided by operating activities                                      733         1,987

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of equipment                                                      --            20
     Purchase of property and equipment, net                                            (132)         (212)
     Expenditures for business acquisitions                                               --       (49,441)
     Proceeds from business divestitures                                                  --         2,200)
     Decrease in other assets, net                                                         4           161
                                                                                    --------      --------
          Net cash used in investing activities                                         (128)      (47,272)
                                                                                    --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                                4         1,836
     Payments for debt issue costs                                                        --        (1,291)
     Proceeds from revolving credit lines                                                 --         4,800
     Payments on revolving credit lines                                                   --        (2,500)
     Proceeds from term debt                                                              --        35,000
     Payments on term debt                                                            (1,500)       (3,661)
                                                                                    --------      --------
          Net cash (used) provided by financing activities                            (1,496)       34,184

                                                                                    --------      --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                               (891)      (11,101)

CASH AND CASH EQUIVALENTS, beginning of period                                         2,701        12,364
                                                                                    --------      --------

CASH AND CASH EQUIVALENTS, end of period                                            $  1,810      $  1,263
                                                                                    ========      ========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       6
<PAGE>


                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)      ORGANIZATION

                  Alpha Technologies Group, Inc. ("Alpha" or the "Company") is
engaged in the manufacture, fabrication and sale of thermal management products
and aluminum extrusions. The Company is one of the leading manufacturers of
thermal management products in the United States. Thermal management products,
principally heat sinks, are devices made out of fabricated aluminum extrusions
that have high surface area to volume ratios and are engineered to dissipate
unwanted heat generated by electronic components. As systems become increasingly
more powerful and packaging becomes smaller, the need to dissipate heat becomes
more important to the reliability and functioning of electronic systems. The
Company's thermal management products serve the automotive, telecommunication,
industrial controls, transportation, power supply, factory automation, consumer
electronics, aerospace, defense, microprocessor, and computer industries.

         The Company extrudes aluminum for its use in the production of thermal
management products and sells aluminum extrusions to various industries
including the construction, sporting goods and other leisure activity markets.
Extruded aluminum is the primary raw material in the production of thermal
management products.

         The Company was incorporated as Synercom Technology, Inc., in Texas in
1969, and was reincorporated in Delaware in 1983. In April 1995, it changed its
name to Alpha Technologies Group, Inc. The Company's business is conducted
through its wholly-owned subsidiaries Wakefield Thermal Solutions, Inc.
("Wakefield") which includes the Wakefield-Pelham, Wakefield-Fall River and
Wakefield-Temecula divisions, Specialty Extrusion Corp. ("Speciality") and
Lockhart Industries, Inc. ("Lockhart").


(2)      CONSOLIDATED FINANCIAL STATEMENTS

         The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of the Company, the accompanying interim unaudited
consolidated financial statements contain all material adjustments, consisting
only of normal recurring adjustments necessary to present fairly the financial
condition, the results of operations and the changes in cash flows of Alpha
Technologies Group, Inc. and Subsidiaries for interim periods. The results for
such interim periods are not necessarily indicative of results for a full year.
All material intercompany transactions and balances have been eliminated. As
more fully described in Note 5 - Discontinued Operation, prior year numbers have
been restated, through reclassification, to discontinue the subsystems business
which was sold in November 2000.


                                       7
<PAGE>

         Users of financial information produced for interim periods are
encouraged to refer to the footnotes contained in the Annual Report to
Stockholders when reviewing interim financial results.

         (3)       ACQUISITIONS

         On January 9, 2001, pursuant to a Stock Purchase Agreement (the "SPA")
dated September 18, 2000, as amended by Amendment No. 1 dated November 10, 2000,
Alpha purchased all of the outstanding Common Stock of National Northeast
Corporation ("NNE") from Mestek, Inc. (the "Seller"). NNE is engaged in the
thermal management and aluminum extrusion business in Pelham, New Hampshire.

         The following unaudited proforma summary, based on historical
operations, is not necessarily indicative either of results of operations that
would have occurred had the purchase been made as of the beginning of the period
presented, or of future results of operations of the combined companies. The
proforma summary below does not include any savings that the company expects to
achieve as a result of the combination. Total revenues included in the following
unaudited pro forma summary reflect the effect of accounting for its subsystems
business as a discontinued operation. Net income included in the following
unaudited pro forma summary does not reflect the effect of income from
discontinued operation, the gain on sale of discontinued operation, or the
extraordinary loss in the first quarter of fiscal 2001 for the early
extinguishment of debt.

<TABLE>
<CAPTION>
                                              January 28,
                                                  2001
                                             ---------------
(in thousands):

<S>                                          <C>
Sales                                               $22,213
Income from continuing operations                    $1,089
Earnings per share, (diluted)                        $ 0.14
</TABLE>



                                       8
<PAGE>



(4)         INVENTORY

Inventories consisted of the following on

<TABLE>
<CAPTION>
                               January 27,     October 28,
                                  2002            2001
(in thousands):

<S>                            <C>              <C>
Raw materials and components     $ 2,847        $ 2,871
Work in process                    3,949          3,960
Finished goods                     2,286          2,081
                                 -------        -------
                                   9,082          8,912
Valuation reserve                   (987)          (863)
                                 ------         -------
                                 $ 8,095        $ 8,049
                                 =======        =======
</TABLE>



(5)         DISCONTINUED OPERATION

         On November 17, 2000, Malco Technologies Group, Inc., a wholly-owned
subsidiary of Alpha, pursuant to an asset purchase agreement, 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. As a
result of the sale, 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. The purchase price was a negotiated amount between Buyer and Malco
Technologies Group, Inc.


 (6)         DEBT AND REVOLVING CREDIT FACILITIES

Debt and Revolving Credit Facilities consisted of the following on

<TABLE>
<CAPTION>
                                                   January 27,     October 28,
                                                      2002            2001
(in thousands):
<S>                                                 <C>           <C>
Variable-rate revolving credit facility
    (effective interest rate of
    5.00% on January 27, 2002),
    interest payable monthly, principal
    is repaid and re-borrowed based on cash
    requirements                                    $  2,200      $  2,200
Variable-rate term note, principal and interest
    payable in quarterly installments                 28,900        30,400
                                                    --------      --------
                                                      31,100        32,600
Less current portion                                  (8,450)      (32,600)
                                                    --------      --------
                                                    $ 22,650      $     --
                                                    ========      ========
</TABLE>


         On January 9, 2001, the Company and its subsidiaries, as guarantors,
entered into a Credit Agreement (the "Credit Agreement") with Union Bank of
California, N.A. ("Union Bank") as sole lead arranger and administrative agent
and several banks and other financial institutions named in the Credit
Agreement. The obligations under the Agreement are secured by a first lien on
and assignment of all of the assets of the Company. Prior to the closing of the
Credit Agreement, the Company paid off, with its cash on hand, the


                                       9
<PAGE>

previously outstanding credit agreement. The Company recorded a $400,000 charge,
net of tax, as an extraordinary loss on early extinguishment of debt.

         On April 2, 2001, the Company entered into an interest rate swap
agreement to manage its interest rate risk. The interest rate swap effectively
fixes the interest rate on half of the term debt outstanding (7.72% on
$14,500,000 at January 27, 2002) at an effective interest rate of 4.97% plus the
applicable LIBOR rate margin. The interest rate swap is effective through March
31, 2004. The balance of the term note accrues interest at the relevant LIBOR
rate plus 2.5% (adjusted weighted average rate of 5.67% on January 27, 2002).

         As of January 27, 2002, $2,200,000 was drawn on the revolving loan
facility with interest accruing at the relevant adjusted LIBOR rate plus 2.75%
(5.00% weighted average rate on January 27, 2002). There is an unused line fee
equal to .5% per annum, based on the average aggregate amount, for each day
during the period, of the Available Revolving Loan Commitment, payable quarterly
in arrears on the last day of each quarter.

         On January 27, 2002, $28,900,000 was outstanding on the Term Loan.
Under the Credit Agreement, the Company must meet certain financial covenants.
The Company was not in compliance with certain financial covenants at January
27, 2002 relating to leverage ratios and fixed charge coverage ratios, resulting
from the Company's reduced earnings before interest, taxes, depreciation and
amortization ("EBITDA").

         On January 28, 2002 and March 12, 2002, amendments were made to the
Agreement which revised certain financial covenants to levels that management
believes the Company will be able to achieve and which waived the non-compliance
at January 27, 2002. In addition, the revolving loan facility was reduced from
$15 million to $5 million, the expiration date for the revolving loan commitment
was accelerated from January 9, 2006 to June 30, 2003 and changes were made to
the remaining amortization schedule of the term loan. The new amortization
schedule consists of three quarterly payments of $750,000 during calendar year
2002 plus a single payment of $5,000,000 by June 28, 2002, and quarterly
payments of $1,200,000, $1,500,000 and $1,800,000 during 2003, 2004 and 2005
respectively. A final payment of $3,650,000 is payable in the first quarter of
2006. The Company anticipates making the June 28, 2002 payment by refinancing
its Pelham, New Hampshire facility, and has received two proposals from lenders
and expects to receive several others shortly. However, there can be no
assurance that the Company will be able to refinance its Pelham facility. In the
event the Company is unable to refinance its Pelham, New Hampshire facility and
is unable to make the June 28, 2002 payment when due, the lender may exercise
the default provision on the loan. Interest rates on the outstanding balances of
the revolving loan facility and term debt increased by amounts ranging from .5%
to .75% dependent on leverage levels and interest payments are now payable
monthly. Fees for the Amendments and Waivers, which include the granting of
warrants to purchase 110,000 shares of the Company's common stock, total
approximately $600,000.


                                       10
<PAGE>





(7)      NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 141, Business Combinations (SFAS 141) and
Statement of Financial Accounting Standard No. 142, Goodwill and Other
Intangible Assets (SFAS 142). SFAS 141, which superseded APB Opinion No. 16,
Business Combinations and Statement of Financial Accounting Standard No. 38,
Accounting for Preacquisition Contingencies of Purchased Enterprises, addresses
financial accounting and reporting for business combinations initiated after
June 30, 2001. SFAS 142, which supersedes APB Opinion No. 17, Intangible Assets,
addresses the financial accounting and reporting for acquired goodwill and other
intangible assets other than those acquired in a business combination. SFAS 142
is effective in fiscal years beginning after December 15, 2001, with early
adoption permitted. The Company has adopted SFAS 142 in the first quarter of
fiscal year 2002.

         As of October 29, 2001, the date of adoption, the Company has
unamortized goodwill in the amount of $28.6 million and unamortized identifiable
intangible assets in the amount of $470,000 all of which will be subject to the
transition provisions of SFAS 142. Amortization expense related to goodwill was
$0 and $155,000 for the first fiscal quarters of 2002 and 2001, respectively.
Because of the extensive effort needed to comply with adopting Statement 142, it
is not practicable to reasonably estimate whether any goodwill transitional
impairment losses will be required to be recognized as the cumulative effect of
a change in accounting principle.

         The following reconciliation illustrates the impact that the adoption
of SFAS No. 142 had on the Company's net income and earnings per share:



<TABLE>
<CAPTION>
                                            Three Months Ended
                                         January 27,    January 28,
                                             2002           2001
Net (loss) income:
<S>                                      <C>            <C>
Reported net (loss) income               $     (314)    $      898
Add: Goodwill amortization                       --             95
                                         ----------     ----------
Adjusted net (loss) income               $     (314)    $      993
                                         ==========     ==========

Basic earnings per share:
Reported net (loss) income               $    (0.04)    $     0.13
Add: Goodwill amortization                       --           0.01
                                         ----------     ----------
Adjusted net (loss) income               $    (0.04)    $     0.14
                                         ==========     ==========

Diluted earnings per share:
Reported net (loss) income               $    (0.04)    $     0.12
Add: Goodwill amortization                       --           0.01
                                         ----------     ----------
Adjusted net (loss) income               $    (0.04)    $     0.13
                                         ==========     ==========

Weighted average shares outstanding:
Basic                                         7,108          6,843
Diluted                                       7,108          7,433
</TABLE>


                                       11
<PAGE>


 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS



Forward Leading Statements

         This quarterly report Form 10-Q 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, difficulties encountered in
obtaining a new mortgage on the Company's Pelham, N.H. facility in an amount
that is sufficient to make the Term Loan payment due on June 28, 2002. 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.




RESULTS OF OPERATIONS:

FIRST QUARTER 2002 COMPARED TO FIRST QUARTER 2001

         (Loss) Income From Operations. Loss from continuing operations for the
first quarter of fiscal 2002 was $314,000, inclusive of a $185,000 income tax
benefit compared to income from continuing operations for the first quarter of
fiscal 2001 of $1,150,000 , inclusive of a $717,000 income tax provision. The
decrease in income from continuing operations before taxes of $2,366,000 is the
result of decreases in sales and gross margin which were partially offset by
decreases in selling, general and administrative expenses.

         Sales. The Company's sales for the first quarter of fiscal 2002 (which
include NNE sales) decreased 22.1% to $12,587,000 from $16,161,000 for the same
period of fiscal 2001 (which include NNE sales from January 9, 2001, the date of
acquisition) . Management believes that this decrease was due to substantially
reduced demand for the Company's products resulting from the weakness in the
economy, particularly in the markets served by the Company's products.

         Gross Profit. The Company's gross profit as a percentage of total
revenues ("gross profit percentage") for the first quarter of fiscal 2002 was
14.1% compared to 28.3% for the first quarter fiscal 2001. The Company's gross
margin decreased primarily due to an increase in fixed overhead expenses without
a corresponding


                                       12
<PAGE>

increase in revenue, as described above. The NNE acquisition in January 2001
caused overhead expenses to increase due to the addition of its manufacturing
facility. In addition, a change in the sales mix resulted in greater aluminum
extrusion sales which have lower profit margins.

         Selling, General and Administrative Expense. Selling, general and
administrative expenses for the quarter ended January 27, 2002 were $1,541,000,
or 12.2% of sales. This compares to $2,316,000, or 14.3% of sales, for the prior
year quarter. SG&A expenses in absolute dollars decreased by $775,000 primarily
due to decreases in goodwill amortization, commission expense and other
compensation costs. Decreases in goodwill amortization resulted from the
Company's adoption of SFAS 142. Decreases in commission expense and other
compensation costs resulted from reductions in the workforce necessitated by the
subdued pace of activity in this weak this economy.

         Interest and Other Income (Net). Interest expense was $635,000 and
$290,000 for the fiscal 2002 and 2001 quarters, respectively. This increase was
due to higher average outstanding borrowing base due to the acquisition of NNE.
During the first quarter of fiscal 2001, the Company earned $149,000 in interest
income on the net proceeds it received from the sale of its subsystems business.
On January 9, 2001, the Company utilized the proceeds to fund a portion of the
purchase price of NNE and does not expect interest income to be significant in
fiscal 2002.

         Provision for Income Tax. Income from continuing operations for the
first quarter of fiscal 2002 reflects a $185,000 income tax benefit compared to
a $717,000 income tax provision for the fiscal 2001 quarter. The effective
income tax rates for the first quarter of fiscal year 2002 and fiscal year 2001
were 37.0% and 38.4% respectively.

         Loss from Discontinued Operation. The Company recorded a $59,000 loss,
net of income taxes, during the first quarter of fiscal 2001 resulting from the
sale of its subsystems business.

          Gain on Sale of Discontinued Operation. On November 17, 2000, Malco
Technologies Group, Inc., ("Seller") a wholly- owned subsidiary of Alpha,
pursuant to an asset purchase agreement, sold substantially all of its assets
and subsystems business (the "Business") located in Colmar, Pennsylvania. The
sale resulted in a gain of $207,000, net of income taxes.

         Extraordinary Loss on the Early Extinguishment of Debt. The Company
recorded a $400,000 charge (including the $378,000 early termination fee), net
of tax, during the first quarter of fiscal 2001 to expense the early termination
fee and the unamortized debt issue costs in connection with the payoff of the
credit facility entered into on April 16, 1999. This facility was paid off early
to allow the Company to enter into a new credit facility to purchase the NNE
business.



                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         On January 9, 2001, the Company and its subsidiaries, as guarantors,
entered into a Credit Agreement (the "Credit Agreement") with Union Bank of
California, N.A. ("Union Bank") as sole lead arranger and administrative agent
and several banks and other financial institutions named in the Credit
Agreement. The obligations under the Agreement are secured by a first lien on
and assignment of all of the assets of the Company.

         As of January 27, 2002, $2,200,000 was drawn on the revolving loan
facility with interest accruing at the relevant adjusted LIBOR rate plus 2.75%
(5.00% weighted average rate on January 27, 2002).  On January 27, 2002,
$28,900,000 was outstanding on the Term Loan.


         Under the Credit Agreement, the Company is required to meet certain
financial covenants. As a result of the economic downturn in the markets served
by the Company's products, the Company was not in compliance with certain
financial covenants at January 27, 2002 relating to leverage ratios and fixed
charge coverage ratios, resulting from the Company's reduced earnings before
interest, taxes, depreciation and amortization ("EBITDA"), and did not believe
it would meet future covenants.

         On January 28, 2002 and March 12, 2002, amendments were made to the
Agreement which revised certain financial covenants to levels that management
believes the Company will be able to achieve and which waived the non-compliance
at January 27, 2002. In addition, the revolving loan facility was reduced from
$15 million to $5 million, the expiration date for the revolving loan commitment
was accelerated from January 9, 2006 to June 30, 2003 and changes were made to
the remaining payment amortization structure of the term loan. The new
amortization schedule consists of three quarterly payments of $750,000 during
calendar year 2002 plus a single payment of $5,000,000 by June 28, 2002 followed
by quarterly payments of $1,200,000, $1,500,000 and $1,800,000 during 2003, 2004
and 2005 respectively. A final payment of $3,650,000 is payable in the first
quarter of 2006. The Company anticipates making the June 28, 2002 payment by
refinancing its Pelham, New Hampshire facility, and has received two proposals
from lenders and expects to receive several others shortly. However, there can
be no assurance that the Company will be able to refinance its Pelham facility.
In the event the Company is unable to refinance its Pelham, New Hampshire
facility and is unable to make the June 28, 2002 payment when due, the lender
may exercise the default provision on the loan. Interest rates on the
outstanding balances of the revolving loan facility and term debt increased by
amounts ranging from .5% to .75% dependent on leverage levels and interest
payments are now payable monthly. Fees for the Amendments and Waivers, which
include the granting of warrants of Company stock, total approximately $600,000.

         On January 27, 2002, the Company had cash of approximately $1.8 million
compared to $2.7 million on October 28, 2001. For the three months ended January
27, 2002, $733,000 was provided by operating activities and $1.5 million was
used by financing activities to pay the quarterly installment of its term loan.
Capital equipment purchases during the first quarter of fiscal 2002 were
$132,000 compared to $212,000 for the same period last year. Pursuant to the
Credit Agreement, as amended, the Company may not make capital expenditures in
excess of $500,000 during fiscal year 2002.


                                       14
<PAGE>

         Working capital on January 27, 2002 was $4,952,000 compared to
$(18,117,000) on October 28, 2001. Working capital on October 28, 2001 excluding
$25,850,000 of long term debt which was classified as a current obligation due
to the Company not being in compliance with certain financial covenants was
$7,733,000. Decreases in cash and accounts receivable were partially offset by
decreases in accounts payable, accrued compensation and related benefits, and
other accrued liabilities. The Company believes its currently available cash and
anticipated cash flow from operations is sufficient to fund its operations in
the near-term.


ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



         On January 9, 2001, the Company and its subsidiaries, as guarantors,
entered into a Credit Agreement (the "Credit Agreement") with Union Bank of
California, N.A. ("Union Bank") as sole lead arranger and administrative agent
and several banks and other financial institutions named in the Credit
Agreement. The Credit Agreement provides for a revolving loan facility of up to
$15,000,000 (which was subsequently reduced to $5,000,000), and a $35,000,000
term facility. As of January 27, 2002, $2,200,000 was drawn on the revolving
loan facility with interest accruing at the relevant adjusted LIBOR rate plus
2.75% (5.00% weighted average rate on January 27, 2002).

         On April 2, 2001, the Company entered an interest rate swap agreement
as a means of managing its interest rate exposure. The interest rate swap
effectively fixes the interest rate on half of the term debt outstanding (based
on its amortization schedule) at an effective interest rate of 4.97% plus the
applicable LIBOR rate margin, effectively an interest rate of 7.72% on
$14,500,000 at January 27, 2002. The interest rate swap is effective through
March 31, 2004. The corresponding floating rate of interest received on the
notional amount is based on three month LIBOR rates and are typically reset
quarterly. Net amounts paid or received will be reflected in interest expense.
On January 27, 2002, the decrease in the fair value of the swap agreement of
$102,000 was recognized as a component of comprehensive income (shown net of tax
in the equity section of the balance sheet). The remainder of the $35,000,000
term note ($14,400,000 on January 27, 2002) accrues interest at the relevant
adjusted weighted average LIBOR rate plus 2.5% (5.67% on January 27, 2002).




PART II            OTHER INFORMATION



ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K



(a)      Exhibits

4.1   Second Amendment to Credit Agreement and Waiver, dated as of March 4, 2002
      among Alpha Technologies Group, Inc., the Lenders party thereto and Union
      Bank of California, N.A., as administrative agent for the Lenders.
      Exhibits to this second amendment have not been filed by the Registrant
      who hereby undertakes to file such exhibits upon request of the
      Commission.

11.1  Statement re Computation of Per Share Earnings for the quarters ended
      January 27, 2002 and January 28, 2001.

(b)     Reports on Form 8-K

        There were no reports on Form 8-K filed by the Company during the
        quarter ended January 27, 2002.

                                       15
<PAGE>

                                   SIGNATURES




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




                                          Alpha Technologies Group, Inc.
                                         -------------------------------
                                         (Registrant)



Date:        March 13, 2002            By:         /s/ Lawrence Butler
      ---------------------------         ---------------------------------
                                          Lawrence Butler
                                          Chairman and Chief Executive Officer
                                          (Principal Executive Officer)





Date:        March 13, 2002            By:         /s/ James J. Polakiewicz
      ----------------------------        ---------------------------------
                                           James J. Polakiewicz
                                           Chief Financial Officer
                                           (Principal Financial and Accounting
                                            Officer)









                                       16
<PAGE>


EXHIBIT INDEX

         Exhibits

 4.1     Second Amendment to Credit Agreement and Waiver, dated as of March
         4, 2002 among Alpha Technologies Group, Inc., the Lenders party thereto
         and Union Bank of California, N.A., as administrative Agent for the
         Lenders. (Filed Herewith)

11.1     Statement re Computation of Per Share Earnings for the quarters ended
         January 27, 2002 and January 28, 2001. (Filed Herewith)




                                       17