<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 January 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)

<TABLE>
<S>                                                 <C>
                 Delaware                                        76-0079338
---------------------------------------------       ------------------------------------
(State or other jurisdiction of incorporation       (I.R.S. Employer Identification No.)
             or organization)
</TABLE>

                  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 March 1, 2004


<PAGE>

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

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                   (In Thousands, Except Share-Related Data)

<TABLE>
<CAPTION>
                                                                               January 25,         October 26,
                                                                                  2004                2003
                                                                               -----------         ----------
<S>                                                                             <C>                 <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                     $    639            $  1,677
  Accounts receivable, net                                                         6,318               5,745
  Inventories, net                                                                 6,398               6,553
  Prepaid expenses                                                                 1,533               1,364
                                                                                --------            --------
    Total current assets                                                          14,888              15,339

PROPERTY AND EQUIPMENT, net                                                       11,436              12,103

DEFERRED INCOME TAXES                                                             10,023              10,046

OTHER ASSETS, net                                                                    684                 807
                                                                                --------            --------
        TOTAL ASSETS                                                            $ 37,031            $ 38,295
                                                                                ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable, trade                                                       $  3,177            $  3,486
  Accrued compensation and related benefits                                          680                 612
  Other accrued expenses                                                             479                 716
  Current portion of long-term debt                                                5,750               1,000
                                                                                --------            --------
    Total current liabilities                                                     10,086               5,814

REVOLVING CREDIT FACILITY                                                             --               3,200

LONG-TERM DEBT                                                                    16,350              18,150

OTHER LONG-TERM LIABILITIES                                                          478                 470
                                                                                --------            --------
        TOTAL LIABILITIES                                                         26,914              27,634
                                                                                --------            --------

COMMITMENTS AND CONTINGENCIES (Note 7)

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 January 25, 2004 and October 26, 2003                           256                 256
  Additional paid-in capital                                                      47,504              47,504
  Accumulated deficit                                                            (31,706)            (31,128)
  Accumulated other comprehensive loss                                               (43)                (77)
  Treasury stock, at cost; 1,419,490 common shares at January 25, 2004
    and October 26, 2003                                                          (5,894)             (5,894)
                                                                                --------            --------
        TOTAL STOCKHOLDERS' EQUITY                                                10,117              10,661
                                                                                --------            --------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 37,031            $ 38,295
                                                                                ========            ========
</TABLE>

            See notes to condensed consolidated financial statements

                                       2

<PAGE>

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

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                     --------------------------
                                                     January 25,    January 26,
                                                        2004           2003
                                                     -----------    -----------

<S>                                                   <C>            <C>
SALES                                                 $ 11,912       $ 11,421
COST OF SALES                                           10,627         10,233
                                                      --------       --------
  Gross profit                                           1,285          1,188
                                                      --------       --------
OPERATING EXPENSES
  Research and development                                 103             93
  Selling, general and administrative                    1,279          1,362
                                                      --------       --------
    Total operating expenses                             1,382          1,455
                                                      --------       --------
OPERATING LOSS                                             (97)          (267)
INTEREST EXPENSE                                          (483)          (522)
OTHER INCOME, net                                            2              4
                                                      --------       --------
LOSS BEFORE BENEFIT FOR INCOME TAXES                      (578)          (785)
BENEFIT FOR INCOME TAXES                                    --           (312)
                                                      --------       --------
NET LOSS                                              $   (578)      $   (473)
                                                      ========       ========

LOSS PER COMMON SHARE:
  BASIC                                               $  (0.08)      $  (0.07)
                                                      ========       ========
  DILUTED                                             $  (0.08)      $  (0.07)
                                                      ========       ========

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

            See notes to condensed consolidated financial statements

                                       3


<PAGE>

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

<Table>
<Caption>
                                                 Three Months Ended
                                              -------------------------
                                              January 25,   January 26,
                                                  2004         2003
                                              -----------   -----------
<S>                                             <C>            <C>
NET LOSS                                        $(578)         $(473)

OTHER COMPREHENSIVE INCOME
 Change in value of interest rate swap (net
 of applicable taxes)                              34             41
                                                -----          -----

COMPREHENSIVE LOSS                              $(544)         $(432)
                                                =====          =====
</Table>


            See notes to condensed consolidated financial statements



                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                    ---------------------------
                                                                    January 25,     January 26,
                                                                       2004            2003
                                                                    -----------     -----------
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                           $  (578)        $  (473)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization                                        722             871
    Amortization of financing fees                                       123              91
    Deferreed stock compensation expense                                  --               3
    Deferred income taxes                                                 --            (304)
    Changes in operating assets and liabilities:
      Accounts receivable                                               (573)          1,390
      Inventories                                                        155             (45)
      Prepaid expenses                                                  (169)            (16)
      Accounts payable                                                  (309)           (175)
      Accrued compensation and related benefits                           68             (80)
      Other liabilities                                                 (172)            (39)
                                                                     -------         -------
    Cash flows from operating activities                                (733)          1,223

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                     (55)           (119)
  (Decrease) increase in other assets                                     --              --
                                                                     -------         -------
    Cash flows from investing activities                                 (55)           (119)
                                                                     -------         -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                                            (250)           (750)
                                                                     -------         -------
    Cash flows from financing activities                                (250)           (750)
                                                                     -------         -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      (1,038)            354
CASH AND CASH EQUIVALENTS, beginning of period                         1,677             751
                                                                     -------         -------
CASH AND CASH EQUIVALENTS, end of period                             $   639         $ 1,105
                                                                     =======         =======
</TABLE>

            See notes to condensed consolidated financial statements

                                       5
<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.

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 three
months ended January 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 delivered to the
ultimate customers, (3) the price is fixed or determinable, and (4)
collectibility is reasonably assured. The Company's shipping terms are generally
FOB shipping point.

         Allowances for doubtful accounts are provided for account receivables
considered uncollectible. Reserve for sales returns are provided in the period
in which the related sale is recognized. The allowance for doubtful accounts and
sales returns 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 and sales
returns is adequate and that the judgment applied is appropriate, if there is a
deterioration of a major customer's credit worthiness, actual defaults are
higher than our previous experience, or actual future returns do not reflect
historical trends, our estimates of the recoverability of the amounts due us and
our sales could be adversely affected.

         The Company does not generally provide a warranty on the goods that it
sells. However, customers do have the right 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. Claims for defective
goods have not been significant in any period presented.

Risk Management and Hedging Activity

         The Company's risk management strategies include the use of an interest
rate swap (see Note 3) to hedge against



                                       6
<PAGE>

the impact on cash flows of changes in interest rates. The interest rate swap is
designated as a cash flow hedge of specific variable rate debt and is carried on
the balance sheets at fair value. The Company evaluates its interest rate swap
each quarter to determine if it is effective. No other derivative instruments
are held. The effective portion of unrealized gains or losses on the fair value
of the swap is charged to other comprehensive income until the hedged
transaction is complete and affects earnings. Ineffectiveness is charged to
earnings as incurred. Amounts related to ineffectiveness have not been
significant to date.

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.



                                       7
<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 with an assumed risk free interest rate of 4%, volatility of 104% and an
expected life of seven years.

<Table>
<Caption>
                                                         Three Months Ended
                                                    ---------------------------
                                                    January 25,     January 26,
                                                       2004            2003
                                                    -----------     -----------
<S>                                                  <C>              <C>
Net loss as reported                                 $  (578)         $ (473)
After tax stock based compensation determined
 using the intrinsic value method                         --               2
After tax stock based compensation determined
 using the fair value method                            (601)           (288)
                                                     -------          ------
Pro forma net loss                                   $(1,179)         $ (759)
                                                     =======          ======

Basic and diluted net loss per share:
As reported                                          $ (0.08)         $(0.07)
                                                     =======          ======
Pro forma                                            $ (0.17)         $(0.11)
                                                     =======          ======
</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.



                                       8
<PAGE>
2. INVENTORIES

<Table>
<Caption>
Inventories consisted of the following on:          January 25,      October 26,
                                                       2004             2003
                                                    -----------      -----------
                                                            (In thousands)
<S>                                                   <C>              <C>
Raw materials and components                          $2,040           $2,281
Work in process                                        2,522            2,910
Finished goods                                         2,349            1,995
                                                      ------           ------
                                                       6,911            7,186
Valuation allowance                                     (513)            (633)
                                                      ------           ------
                                                      $6,398           $6,553
                                                      ======           ======
</Table>

3. DEBT AND REVOLVING CREDIT FACILITIES

<Table>
<Caption>
Revolving Credit and Term Debt Facilities
 consisted of the following on                      January 25,      October 26,
                                                       2004             2003
                                                    -----------      -----------
                                                            (In thousands)
<S>                                                   <C>              <C>
Variable-rate revolving credit facility, interest
 payable monthly,                                     $ 3,200          $ 3,200

Variable-rate term notes, interest is payable
 monthly, principal is payable quarterly                6,900            7,150

Portion of variable-rate term note covered by swap
 agreement, interest and principal is payable
 quarterly                                             12,000           12,000
                                                      -------          -------
                                                       22,100           22,350
Less current portion                                   (5,750)          (1,000)
                                                      -------          -------
                                                      $16,350          $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 $11.0 million will be due.

         Under the Amended Credit Agreement, the revolving credit facility
accrues interest on outstanding borrowings at LIBOR plus 3.5% (4.62% on January
25, 2004) through March 31, 2004, and at LIBOR plus 4.0% 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 ($3.6 million at
January 25, 2004), as defined by the Amended Credit Agreement. Prior to the
amendments, the Company was allowed to borrow up $15 million. As of January 25,
2004, $3.2 million has been drawn and is outstanding on the revolving credit
facility. A portion of the outstanding term loan ($12.0 million on January 25,
2004) is covered by an interest rate swap (the "hedged loan"). The hedged loan
effectively accrues interest at a fixed rate of 8.47%. The balance of the term
loan not covered by the swap, $6.9 million on January 25, 2004, consists of a
note which accrues interest at the relevant LIBOR rate plus 3.5% (4.66% at
January 25, 2004). Term loans require quarterly principal payments through
January 2006.

         The Company, as required by the Amended Credit Agreement, utilizes an
interest rate swap (the "swap") to hedge against the impact on cash flows of
changes in interest rates. The interest rate swap is designated as a cash flow
hedge of a

                                       9
<PAGE>

specific portion of the term loans outstanding under the Credit Facility and is
carried on the balance sheets at fair value. The effective portion of unrealized
gains or losses on the fair value of the swap is charged to other comprehensive
income until the hedged transaction is complete and affects earnings.
Ineffectiveness is charged to earnings as incurred. Amounts related to
ineffectiveness have not been significant to date. The effect of the swap is to
convert the interest rate on the hedged portion of the term loans from a
variable rate to a fixed rate of 8.47%. The swap matures on March 31, 2004. The
carrying value and fair value of the swap was a liability of $72,000 and
$129,000 at January 25, 2004 and October 26, 2003, respectively.

         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)................        $   750
2005 ........................................         10,400
2006 ........................................         10,950
                                                     -------
                                                     $22,100
                                                     =======
</Table>


4. SEGMENT RELATED INFORMATION

         The Company has one operating segment. 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 10.4% and
10.6% of consolidated revenues for the three months ended January 25, 2004 and
January 26, 2003, respectively.

5. NET LOSS PER SHARE

         Basic net loss per common share is computed by dividing 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 2,114,433 and 1,952,376 shares of common stock were
outstanding at January 25, 2004 and at January 26, 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.





Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations is hereby amended to read in its entirety as follows:

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


FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q may contain forward-looking
statements within the meaning of the Private


                                       10
<PAGE>

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, compliance with covenants in the Company's loan
documents, ability to meet principal payments under those loan documents 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.

OVERVIEW

The Company's results of operations over the past two years have been adversely
affected by the severe downturn in the markets our products serve, principally
telecommunications, personal computers and networking equipment. However, sales
increased to $11.9 million for the first fiscal quarter of 2004 from $11.4
million in the first fiscal quarter of 2003. We attribute the improvement to
slightly increased demand.

CRITICAL ACCOUNTING POLICIES

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 judgements estimates and assumptions in certain
circumstances that affect the amounts reported in the consolidated financial
statements and related footnotes. We regularly evaluate the accounting policies
and estimates we use to prepare our financial statements. Estimates are used
for, but not limited to, revenue recognition, accounting for allowance for
doubtful accounts and sales returns, inventory reserves, and contingencies.
These estimates are based on historical experience and various assumptions that
we believe to be reasonable under the particular applicable facts and
circumstances. Actual results could differ from those estimates.

We consider our critical accounting policies to be those that (1) involve
significant judgements and uncertainties, (2) require estimates that are more
difficult for management to determine and (3) have the potential to result in
materially different outcomes under varying assumptions and conditions. Our
critical accounting policies include the following: allowance for sales returns,
provision for doubtful accounts, provision for inventory reserves, impairment of
long-lived assets, and accounting for income taxes.

REVENUE RECOGNITION

We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 requires that
four basic criteria be met before revenue can be recognized: 1) there is
persuasive evidence that an arrangement exists; 2) delivery has occurred; 3) the
fee is fixed or determinable; and 4) collectibility is reasonably assured. We
recognize revenue upon determination that all criteria for revenue recognition
have been met, which is generally considered to have occurred upon shipment of
the finished product.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Alpha regularly analyzes its customer accounts and, when it becomes aware of a
specific customer's inability to meet its financial obligations to the Company,
records a specific provision for uncollectible accounts to reduce the related
receivable to the amount that is estimated to be collectible. The Company also
records and maintains a provision for doubtful accounts for customers based on a
variety of factors including the Company's historical experience, the length of
time the receivable has been outstanding and the financial condition of the
customer. If circumstances related to specific customers were to change, the
Company's estimates with respect to the collectibility of the related
receivables could be further adjusted. Historically, losses in the aggregate
have not exceeded management's expectations.



                                       11
<PAGE>



ALLOWANCE FOR SALES RETURNS

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.

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 reserves have been established for excess
and obsolete items. Inventory purchases and commitments are based upon future
demand forecasts for our products and our current level of inventory. 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.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company assesses the impairment of long-lived assets, identifiable
intangible assets and goodwill whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. Indicators of
impairment considered by management include damage or obsolescence, plans to
discontinue use or restructure, adverse changes in technology or in the market
place, and poor economic performance compared with original plans. If future
cash flows (undiscounted and without interest charges) expected to be generated
by an assets use or disposition 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.

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. We
record valuation allowances to reduce our deferred income tax assets to an
amount that we believe is more likely than not to be realized. We consider
estimated future taxable income and ongoing prudent and feasible tax planning
strategies in assessing the need for a valuation allowance. If we were to
determine that we will not realize all or part of our deferred income tax assets
in the future, we would make an adjustment to the carrying value of the deferred
income tax asset, which would be reflected as an income tax expense. Conversely,
if we were to determine that we will realize a deferred income tax asset, which
currently has a valuation allowance, we would reverse the valuation allowance
which would be reflected as an income tax benefit in our financial statements.

RESULTS OF OPERATIONS

First Quarter 2004 Versus First Quarter 2003 Comparison

         Net Loss. A net loss of $578,000 was reported in the first quarter of
fiscal 2004 compared with a net loss of $473,000 in the first quarter of fiscal
2003. Loss before benefit for income taxes was $578,000 in fiscal 2004 compared
to a loss before benefit for income taxes of $785,000 in fiscal 2003. The
decrease in loss before income taxes in fiscal 2004 is the result of increases
in sales and gross margin along with decreases in operating expenses and
interest expense.

         Sales. The Company's sales increased by $491,000 to $11.9 million for
first quarter of fiscal year 2004 compared to $11.4 million for the first
quarter of 2003. The increase is due to a slight improvement in the industries
that the Company serves, as well as, sales aggregating $472,000 to five
customers who previously purchased similar products from two of our competitors.

         Gross Profit. The Company's gross profit margin for the first quarter
of fiscal year 2004 was 10.8% of revenue compared to 10.4% of revenue for first
quarter of fiscal year 2003. Gross profit increased primarily as a result of
revenues increasing while fixed costs such as depreciation, lease expense and
insurance remained relatively unchanged.

         Research and Development. Research and development expenses for the
first quarter of fiscal year 2004 were $103,000 compared to $93,000 for the same
period last year.

         Selling, General and Administrative. Selling, general and
administrative expenses totaled $1.3 million or 10.7% of



                                       12
<PAGE>

sales for the first quarter of fiscal 2004 compared to $1.4 million or 11.9% of
sales reported for the first quarter of fiscal 2003. Selling, general and
administrative expenses in absolute dollars decreased by $83,000. This decrease
was the result of headcount reductions and other expenses resulting from the
Company's continued efforts to contain costs.

         Interest Expense. Interest expense was $483,000 for the first quarter
of fiscal 2004 compared to $522,000 for the first quarter of fiscal 2003. This
decrease was due to lower interest rates and lower average outstanding
borrowings.

         Benefit for Income Taxes. Benefit for income taxes was $0 for the first
quarter of fiscal 2004 compared to $312,000 for the first quarter of fiscal
2003. The effective income tax rate for the first quarter of fiscal 2004 was 0%
compared to 39.8% for the first quarter of fiscal 2003. The Company evaluates
the recoverability of its recorded deferred tax assets each reporting period and
provides valuation allowances where necessary for assets not likely to be
recovered. The Company increased its valuation allowance by $229,000 in the
first quarter of fiscal 2004 as management determined that it would be uncertain
that the Company will be able to realize any tax benefit related to the loss
incurred during the quarter. To the extent that the Company does not return to
profitability in the near future, additional valuation allowances may be
required against tax assets generated in future periods or against currently
recognized tax assets.

LIQUIDITY AND CAPITAL RESOURCES

Credit Facilities

         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"). Loans under the Credit Agreement
consist of a revolving credit facility and a term loan, and are secured by a
first lien on and the assignment of all of the Company's assets. The Credit
Agreement has been amended seven times to revise various financial covenants,
revise principal payment schedules and to waive certain events of covenant
non-compliance. The Company has paid various cash fees and has issued warrants
to purchase approximately 258,000 shares of the Company's common stock to the
Lenders in connection with the amendments.

         On September 5, 2003, the Company and its Lenders entered into a
Seventh Amendment to the Credit Agreement (the "Amended Credit Agreement") which
revised the Maximum Leverage Ratio and Fixed Charge Coverage Ratio for the
balance of fiscal year 2003 and fiscal year 2004 to levels that management
believes the Company will be able to achieve. The Lenders waived the
non-compliance with the Maximum Leverage Ratio and Fixed Charge Coverage Ratio
covenants at July 27, 2003, 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 spend 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 $250,00 per quarter
for the remainder of fiscal year 2003 and from $1,500,000 to $250,000 per
quarter for 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 $11.0 million will be due.

         Under the Amended Credit Agreement, the revolving credit facility
accrues interest on outstanding borrowings at LIBOR plus 3.5% (4.62% on January
25, 2004) through March 31, 2004, and at LIBOR plus 4.0% from April 1, 2004 and
thereafter. The revolving credit facility expires in 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 ($3.6 million at
January 25, 2004), as defined by the Amended Credit Agreement. As of January 25,
2004, $3.2 million has been drawn and is outstanding on the revolving credit
facility.

         The Amended Credit Agreement contains the following financial and other
covenants with which the Company must comply:

<TABLE>
<CAPTION>
                        MAXIMUM            MINIMUM
     QUARTER           FINANCIAL         FIXED CHARGE       MINIMUM INTEREST       MINIMUM
      ENDING       LEVERAGE RATIO(a)   COVERAGE RATIO(b)    COVERAGE RATIO(c)     EBITDA(d)
     -------       -----------------   -----------------    -----------------    ----------

<S>                      <C>                <C>                  <C>             <C>
January 25, 2004         11.0:1             0.60:1               1.00:1          $  520,000
April 25, 2004           11.0:1             0.70:1               1.20:1           1,220,000
July 25, 2004            10.3:1             0.70:1               1.20:1           1,730,000
October 31, 2004          8.1:1             0.85:1               1.50:1           2,620,000
Thereafter               1.75:1             0.85:1                   --                  --
</TABLE>


                                       13
<PAGE>

(a)   The maximum financial leverage ratio is calculated by dividing funded debt
      by EBITDA.
(b)   The fixed charge coverage ratio is calculated by dividing EBITDA minus
      Capital Expenditures by fixed charges.
(c)   The interest coverage ratio is calculated by dividing EBITDA by interest
      expense.
(d)   Compliance with the Minimum EBITDA covenant is measured on a cumulative
      basis for the fiscal year.

In addition, capital spending is limited to $300,000 for fiscal year 2004, $1.0
million for fiscal year 2005, and $1.0 million each year thereafter. The Amended
Credit Agreement does not permit the Company, or its subsidiaries, to declare or
pay dividends.

The following table presents the Company's compliance with covenants at January
25, 2004:

<TABLE>
<CAPTION>
              COVENANT                    ACTUAL           REQUIRED
              --------                   --------          --------

<S>                                      <C>               <C>
Maximum Financial Leverage Ratio           9.97:1            11.0:1
Minimum Fixed Charge Coverage Ratio        0.86:1            0.60:1
Minimum Interest Coverage Ratio            1.30:1            1.00:1
Minimum EBITDA                           $627,000          $520,000
</TABLE>

The Company was in compliance with all covenants under the Amended Credit
Agreements.

         A portion of the outstanding term loan, $12.0 million on January 25,
2004, is covered by an interest rate swap (the "hedged loan"). The hedged loan
accrues interest at a fixed rate of 8.47%. The balance of the term loan not
covered by the swap, $6.9 million on January 25, 2004, consists of a note which
accrues interest at the relevant LIBOR rate plus 3.5% (4.66% at January 25,
2004).

Cash Flow Information

         On January 25, 2004, the Company had cash of $639,000 compared to
$1,677,000 on October 26, 2003. For the first three months of fiscal 2004,
$733,000 was used in operating activities and $250,000 was used in financing
activities to pay down long-term debt. For the first three months of fiscal
2003, $1.2 million was provided by operating activities and $750,000 was used in
financing activities to pay down long-term debt. The $2.0 million decrease in
cash provided from operating activities was due primarily to larger increases in
accounts receivable and prepaid expenses along with larger decreases in accounts
payable and other liabilities during the first three months of fiscal 2004
compared to the same period last year. Capital equipment purchases for the first
three months of fiscal 2004 was $55,000 compared to $119,000 in the first three
months of Fiscal 2003.

         Working capital on January 25, 2004 was $4.8 million as compared to
$9.5 million on October 26, 2003. This decrease in working capital was primarily
the result of a $4.8 million increase in the current maturities of long-term
debt, primarily due to the revolving credit facility, due January 31, 2005,
being classified as current. Increases in accounts receivable and prepaid
expenses were offset by a decrease in inventory.

         The Company believes that its available cash, anticipated cash flows
from operations and borrowings under the revolving credit facility will be
sufficient to fund at operations at current levels over the next twelve months.
Demand for our products increased in the first quarter of 2004. While the limit
on borrowing under our revolving credit agreement may limit our ability to
finance our working capital needs as demand for our products increases, we
believe that we will have enough availability to finance those needs at
quarterly sales of between $15 - $16 million which represents an annualized rate
of revenues 25% higher than the our revenues for fiscal 2003.

         We are currently in compliance with all financial covenants contained
in the Credit Agreement, as amended, and believe we will continue to be in
compliance for the balance of 2004. However, we will need to achieve quarterly
sales in fiscal 2005 and 2006 of approximately $19 million, a level which we do
not currently believe to be realistically achievable, in order to meet principal
payment obligations in fiscal 2005 and 2006 or we will need to renegotiate for
an extension of the payment schedule and covenants. We intend to negotiate with
our lender to extend the Loan and revise the principal repayment schedule. In
the event we cannot negotiate an extension, we would be required to obtain
alternative financing. If the Lenders demand repayment and we cannot obtain
alternative financing, we may be required to file for bankruptcy protection.



                                       14
<PAGE>






                                   SIGNATURES

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


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



Date: May 14, 2004              By: /s/ Lawrence Butler
                                    --------------------------------------------
                                    Lawrence Butler
                                    Chairman and Chief Executive Officer
                                    (Principal Executive Officer)



Date: May 14, 2004              By: /s/ James J. Polakiewicz
                                    --------------------------------------------
                                    James J. Polakiewicz
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




                                       15
<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. (Filed Herewith)





                                       16