<PAGE>

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

                                  FORM 10-Q/A-1

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

                  For the quarterly period ended April 25, 2004


                                       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            (I.R.S. Employer Identification No.)
 incorporation or organization)


                  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 _

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes _ No |X|


                      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 June 2, 2004


<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.
                                  FORM 10-Q/A-1

This amendment on Form 10-Q is being submitted to restate the condensed
consolidated statement of cash flows for the six months ended April 25, 2004 to
more appropriately reflect the effect of certain non-cash items, including
derivative liabilities used to hedge interest expense. No other changes have
been made to the information contained in the condensed consolidated financial
statements or the related notes from the original filing.


                                TABLE OF CONTENTS

                                                                        Page No.

Part I. Financial Information

     Item 1. Condensed Consolidated Financial Statements

             Condensed Consolidated Balance Sheets
                April 25, 2004 and October 26, 2003                         3

             Condensed Consolidated Statements of Operations
                Three Months and Six Months Ended April 25, 2004
                and April 27, 2003                                          4

             Condensed Consolidated Statements of Comprehensive
                Loss Three Months and Six Months Ended April 25,
                2004 and April 27, 2003                                     5

             Condensed Consolidated Statements of Cash Flow
                Six Months Ended April 25, 2004 and April 27, 2003          6

             Notes to Condensed Consolidated Financial Statements           7

     Signatures                                                            12

Certifications                                                             14


                                       2
<PAGE>

Item 1. Condensed Consolidated Financial Statements is hereby amended to read in
        its entirety as follows:

                         ALPHA TECHNOLOGIES GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In Thousands, Except Share-Related Data)

<TABLE>
<CAPTION>
                                                                               April 25,      October 26
                                                                                 2004            2003
                                                                               ---------      ----------
<S>                                                                            <C>             <C>
ASSETS
------
CURRENT ASSETS:
     Cash and cash equivalents                                                 $    645        $  1,677
     Accounts receivable, net                                                     7,601           5,745
     Inventories, net                                                             7,141           6,553
     Prepaid expenses                                                             1,259           1,364
                                                                               --------        --------
          Total current assets                                                   16,646          15,339

PROPERTY AND EQUIPMENT, net                                                      10,811          12,103

DEFERRED INCOME TAXES                                                             9,995          10,046

OTHER ASSETS, net                                                                   558             807
                                                                               --------        --------
             TOTAL ASSETS                                                      $ 38,010        $ 38,295
                                                                               ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
     Accounts payable                                                          $  3,722        $  3,486
     Accrued compensation and related benefits                                      676             612
     Other accrued expenses                                                         496             716
     Current portion of long-term debt                                            8,200           1,000
                                                                               --------        --------
          Total current liabilities                                              13,094           5,814

REVOLVING CREDIT FACILITY                                                            --           3,200

LONG-TERM DEBT, Net of current portion                                           14,550          18,150

OTHER LONG-TERM LIABILITIES                                                         455             470
                                                                               --------        --------
             TOTAL LIABILITIES                                                   28,099          27,634
                                                                               --------        --------

STOCKHOLDERS' EQUITY:
     Preferred stock, $100 par value; 180,000 shares authorized;
        no shares issued or outstanding                                              --              --

     Common stock, $.03 par value; 17,000,000 shares authorized;
        8,529,826 shares issued at April 25,  2004 and October 26, 2003             256             256
     Additional paid-in capital                                                  47,504          47,504
     Accumulated deficit                                                        (31,955)        (31,128)
     Accumulated other comprehensive (loss)                                          --             (77)
     Treasury stock, at cost (1,419,490 common shares at April 25, 2004
        and October 26, 2003)                                                    (5,894)         (5,894)
                                                                               --------        --------
             TOTAL STOCKHOLDERS' EQUITY                                           9,911          10,661
                                                                               --------        --------
             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 38,010        $ 38,295
                                                                               ========        ========
</TABLE>

            See notes to condensed consolidated financial statements

                                       3
<PAGE>

                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                   Three Months Ended              Six Months Ended
                                               -------------------------       -------------------------
                                               April 25,       April 27,       April 25,       April 27,
                                                 2004            2003            2004            2003
                                               ---------       ---------       ---------       ---------
<S>                                            <C>             <C>             <C>             <C>
SALES                                          $ 14,523        $ 12,209        $ 26,435        $ 23,630
COST OF SALES                                    12,628          10,727          23,255          20,960
                                               --------        --------        --------        --------
     Gross profit                                 1,895           1,482           3,180           2,670
                                               --------        --------        --------        --------

OPERATING EXPENSES
     Research and development                       123             102             226             195
     Selling, general and administrative          1,568           1,455           2,847           2,817
                                               --------        --------        --------        --------
          Total operating expenses                1,691           1,557           3,073           3,012
                                               --------        --------        --------        --------

OPERATING (LOSS) INCOME                             204             (75)            107            (342)

INTEREST EXPENSE                                   (454)           (509)           (937)         (1,031)

OTHER INCOME, net                                     1               1               3               5
                                               --------        --------        --------        --------

LOSS BEFORE BENEFIT FOR INCOME TAXES               (249)           (583)           (827)         (1,368)

BENEFIT  FOR INCOME TAXES                            --            (235)             --            (547)
                                               --------        --------        --------        --------

NET LOSS                                       $   (249)       $   (348)       $   (827)       $   (821)
                                               ========        ========        ========        ========

LOSS PER COMMON SHARE:
     BASIC                                     $  (0.04)       $  (0.05)       $  (0.12)       $  (0.12)
                                               ========        ========        ========        ========
     DILUTED                                   $  (0.04)       $  (0.05)       $  (0.12)       $  (0.12)
                                               ========        ========        ========        ========

WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING:
     BASIC                                        7,110           7,110           7,110           7,110
     DILUTED                                      7,110           7,110           7,110           7,110
</TABLE>

            See notes to condensed consolidated financial statements

                                       4
<PAGE>

                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                      (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                            Three Months Ended        Six Months Ended
                                          ----------------------    ---------------------
                                          April 25,    April 27,    April 25,   April 27,
                                            2004         2003        2004         2003
                                          ---------    ---------    ---------   ---------
<S>                                        <C>          <C>          <C>          <C>
NET LOSS                                   $(249)       $(348)       $(827)       $(821)

OTHER COMPREHENSIVE INCOME
  Change in value of interest rate swap
    (net of applicable taxes)                 43           46           77           87
                                           -----        -----        -----        -----

COMPREHENSIVE LOSS                         $(206)       $(302)       $(750)       $(734)
                                           =====        =====        =====        =====
</TABLE>


            See notes to condensed consolidated financial statements

                                       5
<PAGE>

                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                             ------------------------
                                                             April 25,      April 27,
                                                               2004           2003
                                                             ---------      ---------
<S>                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                $  (827)       $  (821)
     Adjustments to reconcile net loss to cash
        flows from operating activities:
        Depreciation and amortization                          1,430          1,697
        Amortization of financing fees                           250            180
        Change in value of interest rate swap                     77             --
        Stock compensation                                        --              4
        Deferred income taxes                                     52           (547)
        Changes in assets and liabilities:
           (Increase) decrease in accounts receivable         (1,856)           920
           (Increase) decrease in inventories                   (588)           758
           Decrease in prepaid expenses                           99             70
           Increase (decrease) in accounts payable               241           (106)
           Increase (decrease) in accrued compensation
              and related benefits                                64           (127)
           (Decrease) increase in other liabilities             (232)            13
                                                             -------        -------
           Cash flows from operating activities               (1,290)         2,041

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                         (138)          (189)
     (Decrease) increase in other assets                          (4)           (27)
                                                             -------        -------
          Cash flows from investing activities                  (142)          (216)
                                                             -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from revolving credit lines
                                                                 900             --
     Payments on long-term debt                                 (500)        (1,500)
                                                             -------        -------
          Cash flows from financing activities                   400         (1,500)
                                                             -------        -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              (1,032)           325

CASH AND CASH EQUIVALENTS, beginning of period                 1,677            751
                                                             -------        -------

CASH AND CASH EQUIVALENTS, end of period                     $   645        $ 1,076
                                                             =======        =======
</TABLE>

            See notes to condensed consolidated financial statements

                                       6
<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Business

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

Accounting Periods

     The Company follows a 4-5-4 week quarterly accounting period cycle wherein
each quarter consists of two four week months and one five week month. The last
day of the fiscal year is always the last Sunday in October. For fiscal year
2004, this will result in a 4-5-5 week accounting period for the fourth fiscal
quarter and a 53 week fiscal year ending October 31, 2004.

Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements of
Alpha Technologies Group, Inc. include the accounts of Alpha and its wholly
owned subsidiaries and have been prepared in accordance with accounting
principles generally accepted in the United States of America and with the rules
and regulations of the Securities and Exchange Commission. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for the fair presentation of the Company's condensed
consolidated financial statements, have been included. The results for the six
months ended April 25, 2004 are not necessarily indicative of results for the
full year ending October 31, 2004. The reader is encouraged to read our annual
financial statements and the notes thereto included in our Annual Report on Form
10-K for the year ended October 26, 2003.

Use of Estimates and Other Uncertainties

     The preparation of the Company's consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Revenue Recognition and Allowances for Sales Returns, Doubtful Accounts and
Warranties

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

     Allowances for doubtful accounts are provided for account receivables
considered uncollectible. The allowance for doubtful accounts is based on our
assessment of the collectibility of specific customer accounts, the aging of our
accounts receivable and trends in product returns. While we believe that our
allowance for doubtful accounts is adequate and that the judgment applied is
appropriate, if there is a deterioration of a major customer's credit worthiness
or actual defaults are higher than our previous experience, our estimates of the
recoverability of the amounts due us and our sales could be adversely affected.
Historically, losses in the aggregate have not exceeded management's
expectations.

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

     The Company does not generally provide a warranty on the goods that it
sells. However, customers do have the right


                                       7
<PAGE>

to return merchandise deemed defective when received. These returns generally
occur at the point of delivery when the goods are subject to customer
inspections. Reserves for these potential returns are provided when the related
sale is recognized. While we believe that our reserves for returns of defective
goods is adequate and that the judgment applied is appropriate, if the
historical data used to calculate these estimates do not properly reflect future
returns, additional provision for returns of defective goods may be required,
and revenues in that period could be adversely affected. Claims for defective
goods have not been significant in any period presented.

Risk Management and Hedging Activity

     The Company's risk management strategies included the use of an interest
rate swap to hedge against the impact on cash flows of changes in interest
rates. The interest rate swap was designated as a cash flow hedge of specific
variable rate debt and was carried on the balance sheets at fair value. The
interest rate swap expired on March 31, 2004, and the Company was not required
by the Lenders to renew the swap agreement. No other derivative instruments are
held.

Inventories and Inventory Reserves

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

Property and Equipment

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

Impairment of Long-Lived Assets

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

Loss Contingencies

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

Comprehensive Income (Loss)

     Comprehensive income (loss) includes net income or loss, plus other
comprehensive income (loss). Other comprehensive loss in fiscal years 2004 and
2003 consists of fair value adjustments related to the interest rate swap
agreement, net of tax.


                                       8
<PAGE>

Stock Option Plans

     The Company applies the intrinsic value method of accounting for stock
based compensation granted to employees and expects to continue to do so, unless
required to change by accounting principles generally accepted in the United
States. The table below discloses the effect on stock based compensation had
such compensation been measured using the fair value method. The Company has
computed the pro forma disclosures below using the Black-Scholes option-pricing
model. The following assumptions were used to estimate the fair value of the
options issued in 2004: risk free interest rate of 3.58%, expected volatility of
89% and an estimated life of the options of seven years. The following
assumptions were used to estimate the fair value of the options issued in 2003:
risk free interest rate of 4%, volatility of 104% and an expected life of seven
years.

<TABLE>
<CAPTION>
                                             Three Months Ended             Six Months Ended
                                           ----------------------       --------------------------
                                           April 25,    April 27,       April 25,       April 27,
                                             2004         2003            2004            2003
                                           --------     ---------       ---------       ---------
<S>                                         <C>          <C>            <C>             <C>
Net loss as reported                       $ (249)       $  (348)       $   (827)       $    (821)
After tax stock based compensation
under fair value method                      (668)          (277)         (1,269)            (554)
                                           ------        -------        --------        ---------
Pro forma net loss                         $ (917)       $  (625)       $ (2,096)       $  (1,375)
                                           ======        =======        ========        =========
Basic and diluted net loss per share:
As reported                                $(0.04)       $ (0.05)       $  (0.12)       $   (0.12)
                                           ======        =======        ========        =========
Pro forma                                  $(0.13)       $ (0.09)       $  (0.29)       $   (0.19)
                                           ======        =======        ========        =========
</TABLE>

Income Taxes

     The Company provides for income tax expense or benefit in interim periods
using the rate expected to be in effect for the entire year. Changes in the
estimated tax rate for a fiscal year are recorded in the period in which they
occur. The Company reassesses the recoverability of its deferred tax assets each
quarter by evaluating all available evidence and assessing whether it is more
likely than not that all or some portion of its recorded assets may not be
recoverable.

New Accounting Pronouncements

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

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

2. INVENTORIES

<TABLE>
<CAPTION>
Inventories consisted of the following on:       April 25,     October 26,
                                                    2004           2003
                                                 ---------     -----------
                                                       (In thousands)
<S>                                               <C>            <C>
Raw materials and components                      $ 2,192        $ 2,281
Work in process                                     3,105          2,910
Finished goods                                      2,238          1,995
                                                  -------        -------
                                                    7,535          7,186
Valuation allowance                                  (394)          (633)
                                                  -------        -------
                                                  $ 7,141        $ 6,553
                                                  =======        =======
</TABLE>


                                       9
<PAGE>

3. DEBT AND REVOLVING CREDIT FACILITIES

<TABLE>
<CAPTION>
Term Debt and Revolving Credit Facilities consisted of the following on    April 25,     October 26,
                                                                             2004           2003
                                                                           ---------     -----------
                                                                                (In thousands)
<S>                                                                        <C>             <C>
Variable-rate revolving credit facility, interest payable monthly,
   principal is repaid and re-borrowed based on cash requirements          $  4,100        $  3,200

Variable-rate term notes, interest is payable monthly,
   principal is payable quarterly ................................           18,650           7,150

Variable-rate term note under swap agreement, interest and
   principal is payable quarterly ................................               --          12,000
                                                                           --------        --------
                                                                             22,750          22,350
Less current portion .............................................           (8,200)         (1,000)
                                                                           --------        --------
                                                                           $ 14,550        $ 21,350
                                                                           ========        ========
</TABLE>


     On January 9, 2001, the Company and its subsidiaries, as guarantors,
entered into a Credit Agreement (the "Credit Agreement") with several banks and
other financial institutions ("the Lenders"). The Credit Agreement consists of a
revolving credit facility which expires in January 2005 and a term loan which
matures in January 2006. Borrowings under the Credit Agreement are secured by a
first lien on and the assignment of all of the Company's assets. Under the
Credit Agreement, the Company must meet certain covenants. The Credit Amendment
was last amended on September 5, 2003 (the "Amended Credit Agreement") to revise
the Maximum Leverage Ratio and Fixed Charge Coverage Ratio for the balance of
the fiscal year 2003 and fiscal year 2004 to levels that management believes the
Company will be able to achieve. The Lenders waived the events of non-compliance
with certain covenants at July 27, 2003. In addition, the September 5, 2003
amendment added new Minimum EBITDA and Interest Coverage covenants for the
remainder of fiscal year 2003 and fiscal year 2004, revised the allowable
amounts to be spent on capital expenditures for fiscal years 2003 and 2004 and
eliminated the Minimum Net Worth requirement. The margin over the applicable
base rate is determined by the Company using a sliding scale to the Company's
leverage ratio. Beginning April 1, 2004, the margin is at the maximum level
allowed per the Amended Credit Agreement, a 0.5% increase over the margin
applicable in the first quarter of fiscal 2004. Lastly, the September 5, 2003
amendment reduced the principal payments from $750,000 to $250,000 per quarter
for the remainder of fiscal year 2003 and from $1,500,000 to $250,000 per
quarter fiscal year 2004. The maturity date of the revolver was extended from
June 2004 to January 2005. The term debt continues to mature on January 2006 at
which time a final balloon payment of $10,950,000 will be due.

     Under the Amended Credit Agreement, the revolving credit facility accrued
interest on outstanding borrowings at LIBOR plus 3.5% (4.60% on March 31, 2004)
through March 31, 2004, and accrues interest at LIBOR plus 4.0% (5.10% on April
25, 2004) from April 1, 2004 and thereafter. The revolving credit facility
expires on January 2005. There is also an unused line fee equal to .75% per
annum. The Company may borrow up to the lesser of $5 million or 60% of eligible
accounts receivable ($4.4 million at April 25, 2004), as defined by the Amended
Credit Agreement. Prior to the amendments, the Company was allowed to borrow up
$15 million. As of April 25, 2004, $4.1 million has been drawn and is
outstanding on the revolving credit facility. The term loan consists of a note
which accrues interest at the relevant LIBOR rate plus 4.0% (5.11% at April 25,
2004). The term loan requires quarterly principal payments through January 2006.

     The Company, as required by the Amended Credit Agreement, utilized an
interest rate swap (the "swap") to hedge against its interest rate risk. The
swap was designated as a cash flow hedge and was carried on the balance sheet at
fair value. The effect of the swap was to convert the interest rate on the
hedged loan ($12.0 million at March 31, 2004) from a variable rate as described
above to a fixed rate of 8.47%. The swap matured on March 31, 2004, and the
Company was not required by the Lender to renew the swap agreement. The carrying
value and fair value of the swap was a liability of $129,000 at October 26,
2003.

                                       10
<PAGE>

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

<TABLE>
<CAPTION>
                                               In thousands
                                               ------------
<S>                                            <C>
2004 (balance of fiscal year)..............        $  500
2005 ......................................        11,300
2006 ......................................        10,950
                                                  -------
                                                  $22,750
                                                  =======
</TABLE>

4. SEGMENT RELATED INFORMATION

     The Company has one operating segment, thermal management products. We
derive substantially all of our operating revenue from the sale and support of
one group of products and services with similar characteristics such as the
nature of the production processes, the type and class of customers, and the
methods of distribution. Substantially all of our assets are located within the
United States. In addition, the Company's chief decision-maker and management
make decisions based on one product group. Net sales to one customer totaled
approximately 8.4% and 11.6% of consolidated revenues for the fiscal quarters
ended April 25, 2004 and April 27, 2003, respectively.

5. NET INCOME (LOSS) PER SHARE

     Basic net income (loss) per common share is computed by dividing income
(loss) available to common shareholders by the weighted average number of shares
of common stock outstanding during each quarter year. Diluted earnings per
common share are calculated to give effect to stock options and warrants
outstanding during the period when such items are dilutive to basic earnings per
share. Stock options and warrants to purchase 2,349,433 and 26,000 shares of
common stock were outstanding at April 27, 2004 and at April 28, 2003,
respectively, and were not included in the computation as their effect was
antidilutive.

6. CONTINGENCIES

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

                                       11
<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: July 28, 2004                 By: /s/ Lawrence Butler
                                        -------------------------------------
                                        Lawrence Butler
                                        Chairman and Chief Executive Officer
                                        (Principal Executive Officer)


Date: July 28, 2004                 By: /s/ James J. Polakiewicz
                                        -------------------------------------
                                        James J. Polakiewicz
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)



                                       12
<PAGE>

                                  EXHIBIT INDEX

Exhibit
-------

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


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

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


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