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


                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended April 28, 2002

                                       OR


  [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

       For the transition period from ________________ to _______________


                         Commission File Number 0-14365

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


          Delaware                                      76-0079338
-------------------------------             ------------------------------------
(State or other jurisdiction of             (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 [ ]


                      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 May 31, 2002

<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.
                                    FORM 10-Q
                                 APRIL 28, 2002


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                    Page No.
<S>                                                                                                 <C>
Part I. Financial Information

         Item 1. Condensed Consolidated Financial Statements

                 Condensed Consolidated Balance Sheets
                       April 28, 2002 and October 28, 2001                                            3

                 Condensed Consolidated Statements of Income
                       Three Months and Six Months Ended April 28, 2002 and April 29, 2001            4

                 Condensed Consolidated Statements of Comprehensive Income
                       Three Months and Six Months Ended April 28, 2002 and April 29, 2001            5

                 Condensed Consolidated Statements of Cash Flow
                       Six Months Ended April 28, 2002 and April 29, 2001                             6

                 Notes to Condensed Consolidated Financial Statements                                 7
         .
         Item 2. Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                           16

         Item 3. Quantitative and Qualitative Disclosures About Market Risk                          21



Part II. Other Information

         Item 4. Submission of Matters to a Vote of Security Holders                                 23

         Item 6. (a) Exhibits and Reports on Form 8-K                                                23

                 (b) Reports on form 8-K

</TABLE>
                                        2

<PAGE>
                     ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Share-Related Data)

<TABLE>
<CAPTION>
                                                                                                       April 28,        October 28,
                                                                                                         2002               2001
                                                                                                       --------         -----------
                                                                                                               (Unaudited)
<S>                                                                                                       <C>               <C>
ASSETS
CURRENT ASSETS:
     Cash                                                                                               $  1,395           $  2,701
     Accounts receivable, net                                                                              8,232              9,317
     Inventories, net                                                                                      9,573              8,049
     Prepaid expenses                                                                                      1,477              1,771
                                                                                                        --------           --------
          Total current  assets                                                                           20,677             21,838

PROPERTY AND EQUIPMENT, net                                                                               22,848             24,531

GOODWILL, net                                                                                             28,582             28,582

OTHER ASSETS, net                                                                                          2,771              2,500
                                                                                                        --------           --------
                 TOTAL ASSETS                                                                           $ 74,878           $ 77,451
                                                                                                        ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable, trade                                                                            $  4,742           $  4,522
     Accrued compensation and related benefits                                                               754              1,000
     Other accrued liabilities                                                                             1,353              1,833
     Current portion of long-term debt                                                                     8,900             32,600
                                                                                                        --------           --------
          Total current liabilities                                                                       15,749             39,955

REVOLVING CREDIT FACILITY                                                                                  3,000               --

LONG-TERM DEBT, Net of current portion                                                                    19,250               --

OTHER LONG-TERM LIABILITIES                                                                                  405                626
                                                                                                        --------           --------
          Total liabilities                                                                               38,404             40,581
                                                                                                        --------           --------

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 and outstanding at April 28, 2002
          and October 28, 2001                                                                               256                256
     Additional paid - in capital                                                                         47,057             46,895
     Accumulated deficit                                                                                  (4,704)            (4,042)
     Accumulated other comprehensive income (loss)                                                          (241)              (345)
     Treasury stock, at cost (1,419,490 common shares at April 28, 2002 and
          October 28, 2001.)                                                                              (5,894)            (5,894)
                                                                                                        --------           --------
                 TOTAL STOCKHOLDERS' EQUITY                                                               36,474             36,870
                                                                                                        --------           --------
                 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ 74,878           $ 77,451
                                                                                                        ========           ========
</TABLE>

            See notes to condensed consolidated financial statements

                                        3

<PAGE>
             ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               (Unaudited)
                  (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                                     Three Months Ended        Six Months Ended
                                                                                    ---------------------    -----------------------
                                                                                    April 28,    April 29,    April 28,   April 29,
                                                                                      2002         2001         2002         2001
                                                                                    --------     --------     --------     --------

<S>                                                                                 <C>          <C>          <C>          <C>
SALES                                                                               $ 13,933     $ 19,637     $ 26,520     $ 35,798
COST OF SALES                                                                         11,545       14,946       22,351       26,538
                                                                                    --------     --------     --------     --------
     Gross profit                                                                      2,388        4,691        4,169        9,260
                                                                                    --------     --------     --------     --------

OPERATING EXPENSES
     Research and development                                                            131          345          243          574
     Selling, general and administrative                                               1,597        2,496        3,138        4,812
                                                                                    --------     --------     --------     --------
          Total operating expenses                                                     1,728        2,841        3,381        5,386
                                                                                    --------     --------     --------     --------

OPERATING INCOME                                                                         660        1,850          788        3,874

INTEREST EXPENSE                                                                        (650)        (825)      (1,285)      (1,115)

INTEREST INCOME                                                                           10           23           18          172

OTHER INCOME (EXPENSE), net                                                             --              1         --            (15)
                                                                                    --------     --------     --------     --------
INCOME (LOSS) BEFORE INCOME TAX                                                           20        1,049         (479)       2,916

PROVISION (BENEFIT) FOR INCOME TAXES                                                       4          341         (181)       1,058
                                                                                    --------     --------     --------     --------

INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEMS                                                                16          708         (298)       1,858

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

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

EXTRAORDINARY LOSS, EARLY EXTINGUISHMENT OF DEBT, net of tax                            (364)        --           (364)        (400)
                                                                                    --------     --------     --------     --------

NET (LOSS) INCOME                                                                   $   (348)    $    708     $   (662)    $  1,606
                                                                                    ========     ========     ========     ========

EARNINGS PER COMMON SHARE
      BASIC
        Income (loss) from continuing operations                                    $   0.00     $   0.10     $  (0.04)    $   0.27
        Loss from discontinued operation                                                --           --           --          (0.01)
        Gain on sale of discontinued operation                                          --           --           --           0.03
        Extraordinary loss, early extinguishment of debt, net of tax                   (0.05)        --          (0.05)       (0.06)
                                                                                    --------     --------     --------     --------
                  Net (loss) income                                                 $  (0.05)    $   0.10     $  (0.09)    $   0.23
                                                                                    ========     ========     ========     ========

     DILUTED
        Income (loss) from continuing operations                                    $   0.00     $   0.09     $  (0.04)    $   0.25
         Loss from discontinued operation                                               --           --           --          (0.01)
         Gain on sale of discontinued operation                                         --           --           --           0.03
         Extraordinary loss, early extinguishment of debt, net of tax                  (0.05)        --          (0.05)       (0.05)
                                                                                    --------     --------     --------     --------
                  Net (loss) income                                                 $  (0.05)    $   0.09     $  (0.09)    $   0.21
                                                                                    ========     ========     ========     ========

WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING
             Basic                                                                     7,110        7,078        7,109        6,954
             Diluted                                                                   7,147        7,539        7,201        7,483

</TABLE>


            See notes to condensed consolidated financial statements


                                        4
<PAGE>


                ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
            FOR THE QUARTERS ENDED APRIL 28, 2002 AND APRIL 29, 2001
                                  (Unaudited)
                                 (In Thousands)

<Table>
<Caption>
                                                                Three Months Ended         Six Months Ended
                                                             -----------------------    ----------------------
                                                             April 28,     April 29,    April 28,    April 29,
                                                               2002          2001         2002         2001
                                                             ---------     ---------    ---------    ---------
<S>                                                           <C>          <C>          <C>          <C>
NET (LOSS) INCOME                                             $ (348)        $ 708       $ (662)      $ 1,606

OTHER COMPREHENSIVE INCOME:
  Change in value of interest rate swap (net of tax)              35            --          100           --
                                                              ------         -----       ------       -------
COMPREHENSIVE (LOSS) INCOME                                   $ (313)        $ 708       $ (562)      $ 1,606
                                                              ======         =====       ======       =======
</Table>



                                       5
<PAGE>
                     ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (Unaudited)
                                      (In Thousands)


<TABLE>
<CAPTION>
                                                                                                              Six Months Ended
                                                                                                         ---------------------------
                                                                                                         April 28,         April 29,
                                                                                                           2002              2001
                                                                                                         --------          ---------
<S>                                                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss) income                                                                                   $   (662)         $  1,606
     Adjustments to reconcile net (loss) income to net cash
       provided by operating activities:
          Depreciation and amortization                                                                     1,895             2,191
          Gain on sale of discontinued operation                                                             --                (207)
          Loss on sale/disposal of equipment                                                                 --                  27
          Extraordinary loss on early extinguishment of debt                                                  364               400
          Stock option compensation expense                                                                     5                 6
          Deferred income taxes                                                                              (149)              601
          Net cash provided by discontinued operations                                                       --                 131
          Changes in assets and liabilities, net of effects of expenditures for
            business acquisitions:
            Accounts receivable                                                                             1,085             3,870
            Inventories                                                                                    (1,545)           (2,068)
            Prepaid expenses                                                                                  (56)              285
            Accounts payable                                                                                  220            (1,340)
            Accrued compensation and related benefits                                                        (246)             (901)
            Other liabilities                                                                                (550)             (427)
                                                                                                         --------          --------
          Net cash provided by operating activities                                                           361             4,174

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of equipment                                                                         --                  20
     Purchase of property and equipment, net                                                                 (235)             (699)
     Expenditures for business acquisitions                                                                  --             (49,532)
     Proceeds from business divestitures                                                                     --               2,200
     Decrease in other assets, net                                                                             10               160
                                                                                                         --------          --------
          Net cash used in investing activities                                                              (225)          (47,851)
                                                                                                         --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                                                     8             1,800
     Payments for debt issue costs                                                                           --              (1,291)
     Proceeds from revolving credit lines                                                                     800             6,700
     Payments on revolving credit lines                                                                      --              (5,000)
     Proceeds from term debt                                                                                 --              35,000
     Payments on term debt                                                                                 (2,250)           (5,161)
                                                                                                         --------          --------
          Net cash (used in) provided by financing activities                                              (1,442)           32,048
                                                                                                         --------          --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                  (1,306)          (11,629)

CASH AND CASH EQUIVALENTS, beginning of period                                                              2,701            12,364
                                                                                                         --------          --------
CASH AND CASH EQUIVALENTS, end of period                                                                 $  1,395          $    735
                                                                                                         ========          ========
</TABLE>



            See notes to condensed consolidated financial statements

                                       6
<PAGE>
                ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1 - Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
of Alpha Technologies Group, Inc. and subsidiaries (collectively, the "Company")
have been prepared in accordance with accounting principles generally accepted
in the Untied States of America and with the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all
material adjustments, consisting of normal recurring adjustments considered
necessary for the fair presentation of the Company's condensed consolidated
financial statements. The results for the three and six months ended April 28,
2002 are not necessarily indicative of results for the full year ending October
27, 2002.

         All material intercompany transactions and balances have been
eliminated during consolidation. As more fully described in Note 5 -
Discontinued Operation, prior year amounts have been restated, through
reclassification, to present the subsystems business, which was sold in November
2000 as a discontinued operation.

         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.

Note 2 -  Significant Accounting Policies

          The following narrative provides information about our business and
the accounting policies and principles we use to prepare our financial
statements. An understanding of these policies is critical to a reader's
understanding of our financial statements. 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 28, 2001.

(a)      Business

         The Company designs, extrudes, fabricates and sells thermal management
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 products and sells aluminum extrusions to a variety of
industries including the construction, sporting goods and other leisure activity
markets.

(b)      Revenue Recognition and Allowance for Sales Return and Doubtful
         Accounts

         The Company recognizes revenues when (1) persuasive evidence of an
arrangement exists, (2) products and services have been delivered to the
Company's customers in accordance with the agreement or arrangement between the
Company and its customers, (3) the price is fixed and determinable, and (4)
collectibility is reasonably assured. The Company's shipping terms are FOB
shipping point.



                                       7
<PAGE>
         Reserves for sales returns are provided in the period in which the sale
is recognized. Allowances for doubtful accounts are provided when an account
receivable is considered impaired and uncollectible. Adjustments to the
allowance accounts are made, as new information becomes available.

(c)      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.

(d)      Fair Value of Financial Instruments

         The Company's financial instruments consist primarily of cash, accounts
receivables, inventories, accounts payables, accrued expenses and debt
instruments. The Company has entered into an interest rate swap agreement to
manage its interest rate risk. The interest rate swap effectively fixes the
interest rate on half of the term debt outstanding (8.47% on $14.5M at April 28,
2002) at an effective interest rate of 4.97% plus the applicable LIBOR rate
margin. On April 28, 2002, the carrying value of the Company's financial
instruments approximated their fair value due to their short-term nature and the
variable rate features of the debt instruments.

(e)      Cash and Cash Equivalents

         Cash and cash equivalents include cash and money market accounts as
well as highly liquid investments with remaining maturities of three months or
less when purchased.

(f)      Inventories

         Inventories are stated at the lower of cost or market and are priced
using the first-in, first-out method.

(g)      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 lease term or the estimated useful lives
of the leased assets.

(h)      Goodwill and Long-Lived Assets

         We perform impairment analyses of our long-lived assets, except for
goodwill, whenever events and circumstances indicate that they may be impaired.
When the undiscounted future cash flows are expected to be less than the
carrying value of the assets being reviewed for impairment, the assets are
written down to fair market value. We have not recorded impairment charges for
the any of the fiscal periods presented in the consolidated financial statements
included in this report. In June 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142). SFAS 142 addresses the financial accounting and
reporting for acquired goodwill and other intangible assets. In addition, SFAS
142 mandates a fair value approach to assessing the potential impairment of
goodwill and other intangibles


                                       8
<PAGE>
with indeterminate lives and requires that a transitional assessment of
impairment be completed within a short period after adoption. The Company
adopted SFAS 142 in the first quarter of fiscal year 2002. The Company completed
"Step One" of the transitional impairment test as required by SFAS 142 and
concluded that goodwill impairment did not exist at the date of adoption of SFAS
142. As a result of adverse changes in the business climate, the Company
conducted an annual impairment test as of June 1, 2002. An appraiser has been
engaged to assist us in determining the indicated fair value of the Company as
of June 1, 2002. Based on the preliminary results of this annual impairment test
it appears that goodwill impairment does exist at this time. The Company will
record the amount of impairment as a component of operating income in the third
quarter of 2002. The exact amount of impairment is not known a this time but
is estimated to be between $16 million and $20 million.

(i)      Other Reserves

         We establish reserves for other potential liabilities, such as
environmental claims, product liability, litigation, and product warranty costs
when it is probable that a liability exists and we can develop a reasonable
estimate or range of estimates of potential loss. Establishing loss reserves for
these matters requires the use of estimates and judgment in regards to risk
exposure and ultimate liability. We estimate these liabilities and reserves
using consistent and appropriate methods; however, changes to our assumptions
could materially affect our financial position and results of operations.


Note 3 - Acquisitions

         On January 9, 2001, we purchased all of the outstanding common stock of
National Northeast Corporation ("NNE") from Mestek, Inc. (the "Seller"). NNE was
engaged in the thermal management and aluminum extrusion business in Pelham, New
Hampshire. NNE is now fully integrated into, and operates as part of our
Wakefield subsidiary. We do not maintain separate books and records or financial
statements for the business formerly conducted by NNE.

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



                                       9
<PAGE>

(in thousands)

<TABLE>
<CAPTION>
                                                                   Six Months
                                                                     Ended
                                                                 April 29, 2001
                                                                 --------------
<S>                                                                  <C>
Sales                                                                $43,069
Income from continuing operations before interest and taxes          $ 4,200
Income from continuing operations                                    $ 1,793
Net income per share (basic)                                         $  0.25
Net income per share (diluted)                                       $  0.24
</TABLE>


Note 4 - Inventories

Inventories consisted of the following on

<TABLE>
<CAPTION>
                                                       April 28,  October 28,
                                                         2002        2001
                                                       --------   -----------
(in thousands):
<S>                                                    <C>         <C>
Raw materials and components                           $  3,157    $  2,871
Work in process                                           4,787       3,960
Finished goods                                            2,372       2,081
                                                       --------    --------
                                                         10,316       8,912
Valuation reserve                                          (743)       (863)
                                                       --------    --------
                                                       $  9,573    $  8,049
                                                       ========    ========
</TABLE>

Note 5 - Discontinued Operations

         On November 17, 2000, Malco Technologies Group, Inc., a wholly-owned
subsidiary of Alpha, pursuant to an asset purchase agreement, sold substantially
all of the assets and the subsystems business (the "Discontinued Business")
located in Colmar, Pennsylvania, to a privately owned company (the "Buyer"). The
sale included Malco's accounts receivable, inventory, machinery, equipment,
tools, business machines, office furniture and fixtures and certain intangibles
including but not limited to customer lists, trade names and engineering designs
and the agreement by Alpha and certain of their affiliates not to engage in any
business, directly or indirectly, that competes with Malco for three years. As a
result of the sale, Alpha received $2.2 million in cash plus a three-year, 12%
note for $300,000 and Buyer assumed certain payables and liabilities of the
Discontinued Business. The purchase price was a negotiated amount between Buyer
and Malco Technologies Group, Inc.

         The Discontinued Business has been treated as a discontinued operation
for accounting purposes, and accordingly, the accompanying financial statements
have been restated to present the operations of the Discontinued Business in
such a manner. All assets and liabilities of the Discontinued Business were
transferred to Buyer at the closing, and there are no assets or liabilities
related to the Discontinued Business included in the consolidated balances at
either April 29, 2002 or October 28, 2001.





                                       10
<PAGE>

Note 6 - Restructuring Costs

     In response to the decline in demand for the Company's products, the
Company took significant actions to reduce operating expenses. As a result,
restructuring costs totaling $822,000 were incurred in fiscal 2001, consisting
of severance costs ($257,000) and lease costs related to an unused
administrative facility ($565,000). Severance costs resulted from the
termination of approximately 85 individuals (60 direct labor and 25 indirect
labor) at all our locations. The following table summarizes the changes in the
restructuring cost liability since the end of the fiscal year 2001.

Restructuring Charges

(in thousands)

<TABLE>
<CAPTION>
                                        Lease Costs     Severance        Total
                                        -----------     ---------        -----

<S>                                        <C>            <C>            <C>
Balance October 28, 2001                   $ 435          $  69          $ 504
Additional costs incurred                   --             --             --
Payments made                                (47)            (8)           (55)
                                           -----          -----          -----
Balance January 27, 2002                     388             61            449
Additional costs incurred                   --             --             --
Payments made                               (167)           (31)          (198)
                                           -----          -----          -----
Balance April 28, 2002                     $ 221          $  30          $ 251
                                           =====          =====          =====
</TABLE>














                                    11
<PAGE>

Note 7 - Debt and Revolving Credit Facilities

Debt and Revolving Credit Facilities consisted of the following on

<TABLE>
<CAPTION>

                                                                             April 28,          October 28,
                                                                               2002                2001
                                                                             ---------          -----------
(in thousands):
<S>                                                                          <C>                 <C>
 Variable-rate revolving credit facility (effective interest rate of
    5.25% on April 28, 2002), interest payable monthly, principal is
    repaid and re-borrowed based on cash requirements                        $  3,000            $  2,200

 Variable-rate term note (effective interest rate of 5.83%
   on April 28, 2002), interest is payable monthly, principal is
   payable quarterly                                                           13,650              15,150

 Variable-rate term note under swap agreement (effective interest
   rate of 7.91% on April 28, 2002), interest and principal is
   payable quarterly                                                           14,500              15,250
                                                                             --------            --------
                                                                               31,150              32,600
Less current portion                                                           (8,900)            (32,600)
                                                                             --------            --------
                                                                             $ 22,250            $   --
                                                                             ========            ========
</TABLE>

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

         Under the Credit Agreement, the Company must meet certain financial and
non-financial covenants. During the fiscal year ended October 28, 2001 and
during the three months ended January 2002, the Company did not meet certain
financial covenants. As a result, all such debt was classified as current at
October 28, 2001. On January 28, 2002 and March 12, 2002, the banks granted
waivers to the Company and amended the Credit Agreement to revise certain
financial covenants and waived certain events of non-compliance at October 28,
2001 and January 27, 2002. In addition, availability under the revolving loan
facility was reduced from $15 million to $5 million, the expiration date for the
revolving loan facility was amended from January 9, 2006 to June 30, 2003, and
modifications were made to the remaining payment schedule on the term loan.






                                       12

<PAGE>

Remaining payments due in each of the next five years under the new amortization
schedule are as follows:

                          In thousands
                          ------------
                2002           $ 6,500
                2003             4,800
                2004             6,000
                2005             7,200
                2006             3,650


         Interest margins on the revolving loan facility and the term note
increased by amounts ranging from 1/2% to 3/4% depending on the amount of
financial leverage. Interest is now payable monthly on the Term Loan and the
Revolver. Fees paid to the lenders for the Amendments and Waivers, include the
fair value of warrants to purchase Company stock granted to the lenders, totaled
approximately $600,000 and were expensed at closing in accordance with the
accounting prescribed for modifications of debt instruments in troubled
situations.

         The amended Credit Agreement contains financial and other covenants
with which the Company must comply. These covenants including limitations on the
amount of financial leverage the Company can enjoy, minimum fixed charge
coverage, limits on capital spending, required minimal amounts of net worth, and
required levels of earnings before interest, taxes, depreciation and
amortization. The Company is currently in full compliance with all of the
financial covenants under the Credit Agreement.

         As of April 28, 2002, $3 million has been drawn on our revolving credit
facility. Interest accrues on outstanding borrowings at LIBOR plus 3 1/2% (5
1/4% on April 28, 2002). There is also an unused line fee equal to 3/4% per
annum. We may borrow up to the lesser of $5 million or 60% of eligible accounts
receivable ($4.7 million at April 28, 2002) under the amended revolving credit
facility. The amended revolving credit facility expires on June 30, 2003. On
April 28, 2002, $28.2 million was outstanding on the term loan.

         On April 2, 2001, the Company, as required by our loan agreement with
the banks, entered into an interest rate swap agreement to manage its interest
rate risk. This risk is defined, as the risk that cash flows required under the
term loan agreement for interest will vary. The swap is carried on the balance
sheet at its estimated fair value, based on a third party appraisal. The swap is
being accounted for as a cash flow hedge and, to the extent the swap is
effective as a hedge, gains or losses on the swap are carried in other
comprehensive income until such time as the hedged risk affects earnings.
Ineffectiveness is included in earnings currently; the amount of ineffectiveness
has not been material in any period or cumulatively. Under the terms of the
swap, the Company is required to make a quarterly payment to the counterparty
equal to the notional amount of the swap (which reduces over time and currently
is $14.5 million) times a fixed rate of approximately 5%. In exchange, the
Company receives a variable payment equal to the same notional amount times the
current three-month LIBOR rate. The effect of the swap is to convert the portion
of the variable rate term loan covered by the swap from a variable rate to a
fixed rate of approximately 5% plus the interest margin required by the
agreement (currently, the effective rate is approximately 8.5%). The carrying
value of the swap, included in accrued expenses, is approximately $365,000 at
April 28, 2002. The interest rate swap matures on March 31, 2004. The balance of
the term loan not covered by the swap, $13.7 million on April 28, 2002, accrues
interest at the relevant LIBOR rate plus 3.5% (adjusted weighted average rate of
5.83% on April 28, 2002).


                                       13

<PAGE>
Note 8 - Segment Related Information

         The Company considers its aluminum products to consist of one product
group since they have similar characteristics such as the nature of the
production processes, the type or class of customer and the methods used to
distribute their products or provide their services. Also, the Company's chief
decision-maker and management make decisions based on one product group. The
Company has therefore included its products as one product group in one business
segment.

Note 9 - New Accounting Pronouncements

         We have adopted the Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combination" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No.
141 provides guidance on the accounting for the acquisition of business. SFAS
No. 142 provides guidance on the accounting for goodwill and other intangible
assets and the allocation of purchase price to assets acquired. In addition,
SFAS 142 mandates a fair value approach to assessing the potential impairment of
goodwill and other intangibles with indeterminate lives and requires that a
transitional assessment of impairment be completed within a short period after
adoption. The Company adopted SFAS 142 in the first quarter of fiscal year 2002.
At April 29, 2002, the Company carried approximately $28.3 million of goodwill
on the balance sheet, which is no longer being amortized. The Company completed
"Step One" of the transitional impairment test as required by SFAS 142 and
concluded that goodwill impairment did not exist at the date of adoption of SFAS
142. As a result of adverse changes in the business climate, the Company
conducted an annual impairment test as of June 1, 2002. An appraiser has been
engaged to assist us in determining the indicated fair value of the Company as
of June 1, 2002. Based on the preliminary results of this annual impairment test
it appears that goodwill impairment does exist at this time. The Company will
record the amount of impairment as a component of operating income in the third
quarter of 2002. In addition to the requirement to measure impairment of
goodwill on adoption, SFAS 142 also requires that amortization of goodwill and
other intangibles with indeterminable lives cease as of the adoption date.
Amortization of those assets will no longer be required, however, periodic tests
of impairment will continue to be made.





                                       14
<PAGE>
The following reconciliation illustrates the impact that the adoption of SFAS
No. 142 had on the Company's net income and earnings per share.

<TABLE>
<CAPTION>
                                                              Quarter Ended                       Six Months Ended
                                                     -----------------------------          -----------------------------
                                                      April 28,          April 29,          April 28,           April 29,
                                                        2002               2001               2002                2001
                                                     ---------           ---------          ---------           ---------
<S>                                                  <C>                 <C>                <C>                 <C>
Net (loss) income:
Reported net (loss) income                           $    (348)          $     708          $    (662)          $   1,606
Add: Goodwill amortization                                  --                 241                 --                 307
                                                     ---------           ---------          ---------           ---------
 Adjusted net (loss) income                          $    (348)          $     949          $    (662)          $   1,913
                                                     =========           =========          =========           =========

Basic earnings per share:
Reported net (loss) income                           $   (0.05)          $    0.10          $   (0.09)          $    0.23
 Add: Goodwill amortization                                 --                0.03                 --                0.04
                                                     ---------           ---------          ---------           ---------
 Adjusted net (loss) income                              (0.05)               0.13              (0.09)               0.27
                                                     =========           =========          =========           =========

Diluted earnings per share:
Reported net (loss) income                           $   (0.05)          $    0.09          $   (0.09)          $    0.21
Add: Goodwill amortization                                  --                0.03                 --                0.04
                                                     ---------           ---------          ---------           ---------
Adjusted net (loss) income                           $   (0.05)          $    0.12          $   (0.09)          $    0.25
                                                     =========           =========          =========           =========

Weighted average shares outstanding:
Basic                                                    7,110               7,078              7,109               6,954
Diluted                                                  7,147               7,539              7,201               7,483

</TABLE>


     The FASB has issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. The Company does not anticipate the adoption of this
standard will have a significant effect on the Company's consolidated financial
statements.

     In November 2001, the Emerging Issues Task Force ("EITF") released Issue
D-103, "Income Statement Characterization of Reimbursements Received for
"Out-of-Pocket" Expenses Incurred," which states that reimbursements received
for out-of-pocket expenses incurred should be characterized as revenue in the
statements of income. The Company does not anticipate that the adoption of EITF
D-103 will have a material effect on the Company's consolidated financial
statements.

     The FASB has also issued SFAS No. 144, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which is
effective January 1, 2002. SFAS 144 provides guidance on measuring and recording
impairments of assets, other than goodwill, and provides clarifications on
measurement of cash flow information and other variables to be used to measure
impairment. The Company believes that the adoption of SFAS 144 will not have a
significant impact on its financial statements.




                                       15
<PAGE>

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


FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This quarterly report Form 10-Q may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations, estimates and projections about
the Company's business based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements due to numerous factors, including the
following: changes in demand for the Company's products, product mix, the timing
of customer orders and deliveries, the impact of competitive products and
pricing, excess or shortage of production capacity, 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.
         .
RESULTS OF OPERATIONS:

SECOND QUARTER 2002 COMPARED TO SECOND QUARTER 2001

         Income From Continuing Operations. Income from continuing operations
before extraordinary items for the second quarter of fiscal 2002 was $16,000,
compared to income from continuing operations for the second quarter of fiscal
2001 of $708,000. The decrease in income from continuing operations of $692,000
is the result of decreases in sales and gross margin, which were partially
offset by decreases in operating expenses.

         Sales. The Company's sales for the second quarter of fiscal 2002
decreased 29.0% to $13.9 million from $19.6 million for the same period of
fiscal 2001 (which includes NNE sales). Although the Company does not prepare
separate financial statements for the business previously conducted as NNE,
management believes that sales declined in that business as well as in it's
previously existing business. Management believes that the overall decrease in
sales was due to continued reduced demand for the Company's products resulting
from the weakness in the economy, particularly in the telecommunications,
industrial controls, consumer electronics, microprocessors, construction and
computer industries markets.

         Gross Profit. The Company's gross profit as a percentage of total
revenues ("gross margin") for the second quarter of fiscal 2002 was 17.1%
compared to 23.9% for the second quarter of fiscal 2001. The Company's gross
margin decreased as a result of revenues decreasing by $5.7 million while fixed
overhead expenses remained relatively unchanged. The Company has eliminated a
number of indirect employees through layoffs but has not been able to reduce
other costs such as depreciation, lease expense and insurance.



                                       16
<PAGE>

         Research and Development Expense. Research and development expenses for
the quarter ended April 28, 2002 were $131,000 compared to $345,000 for the same
period last year. The decrease was primarily due to the reduction in headcount
and travel related expenses.

         Selling, General and Administrative Expense. Selling, general and
administrative expenses for the quarter ended April 28, 2002 were $1.6 million
or 11.5% of sales. This compares to $2.5 million or 12.7% of sales, for the
prior year quarter. SG&A expenses in absolute dollars decreased by $899,000
primarily due to decreases in goodwill amortization, commission expense and
compensation costs. Decreases in goodwill amortization resulted from the
Company's adoption of SFAS 142. Decreases in outside commission expense are due
to lower sales. Decreases in compensation costs are a direct result of headcount
reductions, which were necessitated by the reduced demand for the Company's
products.

         Interest and Other Income (Net). Interest expense was $650,000 and
$825,000 for the fiscal 2002 and 2001 quarters, respectively. This decrease was
due to a lower average outstanding borrowing base resulting from a $6.2 million
reduction in debt since January 28, 2001, offset slightly by higher interest
rates required under the amended Credit Facility.

         Provision for Income Tax. Income from continuing operations for the
second quarter of fiscal 2002 reflects an income tax provision of $4,000
compared to a $341,000 for the same period last year. The effective income tax
rates for the second quarter of fiscal year 2002 and fiscal year 2001 were 20.0%
and 38.4% respectively.

         Extraordinary Loss on the Early Extinguishment of Debt. The Company
recorded a $364,000 charge, net of income taxes of $227,000, during the second
quarter of fiscal 2002 related to the amendment of its credit agreement with its
lenders. Components of this charge included amendment and waiver fees
($350,000), the fair value of warrants granted to the lenders ($148,000), and
lender's legal fees ($93,000).

SIX MONTHS 2002 COMPARED TO SIX MONTHS 2001

         (Loss) Income Continuing From Operations. Loss from continuing
operations before extraordinary items for the first six months of fiscal 2002
was $298,000, inclusive of a $181,000 income tax benefit compared to income from
continuing operations before extraordinary items for the first six months of
fiscal year 2001 of $1.9 million, inclusive of a $1.1 million income tax
provision. The decrease in income from continuing operations before taxes of
$3.4 million was due to reduced demand for the Company's products resulting from
the weakness in the economy.




                                       17
<PAGE>
         Sales. The Company's sales for the first six months of fiscal 2002
decreased 25.9% to $26.5 million from $35.8 million for the same period of
fiscal 2001 (which include NNE sales from January 9, 2001, the date of
acquisition). Although the Company does not prepare separate financial
statements for the business previously conducted as NNE, management believes
that sales declined in that business as well as in its previously existing
business. Management believes that this decrease was due to reduced demand for
the Company's products resulting from the weakness in the economy, particularly
in the telecommunications, industrial controls, consumer electronics,
microprocessors, construction and computer industries markets.

         Gross Profit. The Company's gross margin for the first six months of
fiscal 2002 was 15.7% compared to 25.9% for the same period last year. The
Company's gross margin decreased as a result of revenues decreasing by $9.3
million while fixed overhead expenses remained relatively unchanged. The Company
has eliminated a number of indirect employees through layoffs but has not been
able to reduce other costs such as depreciation, lease expense and insurance.

         Selling, General and Administrative Expense. Selling, general and
administrative expenses for the six months ended April 28, 2002 were $3.1
million or 11.8% of sales. This compares to $4.8 million or 13.4% of sales, for
the same period last year. SG&A expenses in absolute dollars decreased by $1.7
million primarily due to decreases in goodwill amortization, commission expense
and compensation costs. Decreases in goodwill amortization resulted from the
Company's adoption of SFAS 142. Decreases in outside commission expense are due
to lower sales. Decreases in compensation costs are a direct result of headcount
reductions, which were necessitated by the slow down in the economy.

         Interest and Other Income (Net). Interest expense was $1.3 million and
$1.1 million for the first six months of fiscal 2002 and 2001, respectively.
This change is primarily due to fluctuations in the amount of debt outstanding
coupled with higher interest rates required under the amended Credit Facility.


         Provision for Income Tax. Income from continuing operations for the
first six months of fiscal 2002 reflects a $181,000 income tax benefit compared
to a $1.1 million income tax provision for the first six months of fiscal 2001.
The effective income tax rates for the first six months of fiscal year 2002 and
fiscal year 2001 were 37.8% and 36.3% respectively.

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

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

                                       18

<PAGE>
         Effects of SFAS 142. The Company completed "Step One" of the
transitional impairment test as required by SFAS 142 and concluded that goodwill
impairment did not exist at the date of adoption of SFAS 142. As a result of
adverse changes in the business climate, the Company conducted an annual
impairment test as of June 1, 2002. An appraiser has been engaged to assist us
in determining the indicated fair value of the Company as of June 1, 2002. Based
on the preliminary results of this annual impairment test it appears that
goodwill impairment currently exists and will range between $16 million and $20
million. The Company will record the amount of the impairment as a component of
operating income in the third quarter of 2002. A material write-down of goodwill
will affect the financial position and results of operations. The Company's
Goodwill is $28.6 million and represents 37% of total assets. A write-down of
this entire amount would result in a pre-tax negative $4 impact to earnings per
share. In accordance with the provisions of SFAS 142, the Company did not record
any goodwill amortization for the six months ended April 28, 2002. Goodwill
amortization was $241,000, net of taxes or $.03 per share and $307,000, net of
taxes or $.04 per share for the three and six months ended April 29, 2001,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

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

         Under the Credit Agreement, the Company must meet certain financial and
non-financial covenants. As of the fiscal year ended October 28, 2001 and the
three months ended January 27, 2002, the Company did not meet certain financial
covenants. On January 28, 2002 and March 12, 2002, Union Bank granted waivers to
the Company and amended the Credit Agreement to revise certain financial
covenants to levels that management believes the Company will be able to achieve
on an ongoing basis and which waived certain events of non-compliance at October
28, 2001 and January 27, 2002. In addition, availability under the revolving
loan facility was reduced from $15 million to $5 million, the expiration date
for the revolving loan facility was amended from January 9, 2006 to June 30,
2003, and modifications were made to the remaining payment schedule on the term
loan.

         Interest margins on the revolving loan facility and the term note
increased by amounts ranging from 1/2% to 3/4% depending on the amount of
financial leverage, and interest is now payable monthly. Fees paid to the
lenders for the Amendments and Waivers, include the fair value of warrants to
purchase Company stock granted to the lenders, totaled approximately $600,000
and were expensed at closing in accordance with the accounting prescribed for
modifications of debt instruments in troubled situations.

         The amended Credit Agreement contains financial and other covenants
with which the Company must comply. These covenants include limitations on the
amount of financial leverage the Company can incur, minimum fixed charge
coverage, limits on capital spending, required minimal amounts of net worth, and
required levels of earnings before interest, taxes, depreciation and
amortization. The maximum financial leverage ratio, which is calculated by
dividing funded debt by EBITDA, must not exceed 5:30:1, 3:90:1 and 3:00:1 for
the second quarter, third quarter and full year of fiscal


                                       19

<PAGE>


2002, respectively. The fixed charge coverage ratio, which is calculated by
dividing fixed charges by EBITDA, must not exceed 1:00:1, 1:20:1 and 1:25:1 for
the second quarter, third quarter and full year of fiscal 2002, respectively.
Capital spending is limited to $500,000, $700,000, and $1.0 million for fiscal
years 2002, 2003 and thereafter, respectively. Minimum Net Worth must be no less
than $33,050,000 plus 75% of future Net Income plus 100% of the Net Proceeds of
future Equity Offerings. This amount is reduced by Permitted Stock Repurchases
and charges related to the issuance of warranty agreements in connection with
the amended Loan Documents. The "Minimum Net Worth" covenant excludes goodwill
write off, in accordance with the provisions of FAS 142, up to a maximum of $20
million. EBITDA must be no less than $2.4 million, $4.6 million and $7.0 million
on an annual basis at the end of the second quarter, third quarter and full year
of fiscal 2002, respectively. The Company is currently in full compliance with
all of the financial covenants under the Credit Agreement.

         As of April 28, 2002, $3.0 million has been drawn on our revolving
credit facility. Interest accrues on outstanding borrowings at LIBOR plus 3 1/2%
(5 1/4% on April 28, 2002). There is also an unused line fee equal to 3/4% per
annum. We may borrow up to the lesser of $5 million or 60% of eligible accounts
receivable ($4.7 million at April 28, 2002) under the amended revolving credit
facility. The amended revolving credit facility expires on June 30, 2003. On
April 28, 2002, $28.2 million was outstanding on the term loan. On April 28,
2002, cash balance totaled approximately $1.4 million as compared to $2.7
million on October 28, 2001. For the six months ended April 28, 2002, $361,000
was provided by operating activities and $2.3 million was used by financing
activities to pay the quarterly installment of its term loan. Net proceeds from
the revolving loan facility totaled $800,000. Capital equipment purchases during
the first six months of fiscal 2002 were $235,000 compared to $212,000 during
the same period last year. The Company's capital equipment purchases are
restricted by its credit agreement with its lenders and can not exceed $500,000
during fiscal 2002. The Company does not believe such restrictions will
materially impact the Company's ability to increase sales. The equipment is not
subject to rapid obsolescence and has the capability of handling significant
increased volume.

         Under our Second Amended Loan Agreement, Alpha is required to make a
principal payment to our lenders of $5.0 million or before June 28, 2002. The
company plans to make such payment by effecting a sale and leaseback transaction
with respect to its Pelham, NH facility. The company currently has two offers.
The first offer is for $5 million and is subject to financing and signing of a
definitive purchase and sale agreement and the execution of a lease. The second
offer is for $4.25 million and is not subject to financing but is subject to the
signing of a definitive purchase and sale agreement and the execution of a
lease. Neither offer will be able to close by June 28, 2002, nor will the lower
yield sufficient funds to make the full payment. Based on the current net book
value of the facility, the company will recognize a loss on the transaction
between $1.3 million and $2.1 million.

     We have asked the agent for the banks for an extension to complete this
transaction as well as a reduction to the principal payment to an amount equal
to our net proceeds from the transaction if the lower offer is executed. In the
event that the banks do not grant our request, the Company would be in default
and the banks could demand that all amounts due and outstanding under the Loan
Agreements become immediately due and payable.

     If the lower offer is accepted and the banks grant an extension on the
sale of the Pelham facility but do not reduce our required principal payment
due on June 28, 2002, the Company believes it will have not have sufficient on
hand cash to fund the difference between the net proceeds due and the final
purchase price of the Pelham facility, and to make its required $750,000
principal payment at the end of July, and not be in default of certain
financial covenants under the amended Loan Agreements. If this occurs, the
Company would be in default and the banks could demand that all amounts due and
outstanding under the Loan Agreements become immediately due and payable.

     In the event that the banks grant both an extension on the sales
leaseback transaction and a reduction in the $5.0 million principal payment,
management believes that it will have adequate cash to meet its lenders and
other creditor obligations and will comply with all of its covenants at the
end of its third fiscal quarter.


                                       20
<PAGE>

         Furthermore, due to the nature of our business, our lead-times to ship
product from the date of order ranges from two to six weeks for the majority of
our business. Therefore, due to the short-term nature of our backlog and the
uncertainty of our economy, management is unable to accurately predict sales
levels for future quarters. At current business levels, the Company believes
that it can continue to make the necessary future debt payments ($750,000 in the
third and fourth fiscal quarter and $1.2 million at the end of each fiscal
quarter of fiscal year 2003), but may be in default of certain financial
covenants in fiscal quarter four and beyond. The revised covenants under the
amended credit agreement assume that there would be improved demand for the
Company's products resulting in increased sales and profitability. There are no
assurances that this increase will take place.

         Working capital on April 28, 2002 was $4.9 million as compared to a
negative balance of $18.1 million on October 28, 2001. Working capital on
October 28, 2001, excluding $25.9 million of long-term debt classified as
current liability due to the Company's non-compliance with certain financial
covenants, totaled approximately $7.7 million. Decreases in cash and accounts
receivable and increases in current maturities of debt were partially offset by
increases in inventories and decreases in accrued compensation and other accrued
liabilities. Assuming the bank grants the requested waivers discussed above, we
believe that our available cash and future cash flow from operations will be
sufficient to fund the Company's operations in the near-term.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As of April 28, 2002, $3 million has been drawn on our revolving credit
facility. Interest accrues on outstanding borrowings at LIBOR plus 3 1/2% (5
1/4% on April 28, 2002). There is also an unused line fee equal to 3/4% per
annum. We may borrow up the lesser of $5 million or 60% of eligible accounts
receivable ($4.7 million at April 28, 2002) under the amended revolving credit
facility. The amended revolving credit facility expires on June 30, 2003. At
current borrowing levels, a 1% increase in interest rates in our variable rate
revolving credit facility would increase annual interest expense by
approximately $30,000.



                                       21

<PAGE>
         On April 28, 2002, $28.2 million was outstanding on the term loan. On
April 2, 2001, the Company, as required by our loan agreement, entered into an
interest rate swap agreement to manage its interest rate risk. This risk is
defined, as the risk that cash flows required under the term loan agreement for
interest will vary. The swap is carried on the balance sheet at its estimated
fair value, based on a third party appraisal. The swap is being accounted for as
a cash flow hedge and, to the extent the swap is effective as a hedge, gains or
losses on the swap are carried in other comprehensive income until such time as
the hedged risk affects earnings. Ineffectiveness is included in earnings
currently; the amount of ineffectiveness has not been material in any period or
cumulatively. Under the terms of the swap, the Company is required to make a
quarterly payment to the counterparty equal to the notional amount of the swap
(which reduces over time and currently is $14.5 million) times a fixed rate of
approximately 5%. In exchange, the Company receives a variable payment equal to
the same notional amount times the current three-month LIBOR rate. The effect of
the swap is to convert the portion of the variable rate term loan covered by the
swap from a variable rate to a fixed rate of approximately 5% plus the interest
margin required by the agreement (currently, the effective rate is approximately
8.5%). The carrying value of the swap is approximately $365,000 at April 29,
2002. The interest rate swap matures on March 31, 2004. The balance of the term
loan not covered by the swap, $13.7 million on April 28, 2002, accrues interest
at the relevant LIBOR rate plus 3.5% (adjusted weighted average rate of 5.83% on
April 28, 2002). At current borrowing levels, a 1% increase in interest rates in
our variable rate term debt would increase annual interest expense by
approximately $137,000.

         The principal raw material used in thermal management products is
aluminum. Raw materials represent a significant portion of the cost of Alpha's
products. Prices for raw materials are based on market prices at the time of
purchase. Historically, the price of aluminum has experienced substantial
volatility. Although thermal management products are generally shipped within 60
days following the order date, increases in raw materials prices cannot always
be reflected in product sales prices. All raw materials are readily available
from multiple suppliers at competitive prices. Alpha does not believe its risk
in respect to raw materials price volatility is significant since the raw
materials for an order are usually purchased within a short period of time after
the order is accepted.





                                       22
<PAGE>
PART II  OTHER INFORMATION



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At the Annual Meeting of Stockholders on April 24, 2002, at which a
quorum was present, the stockholders approved the following proposals by the
number of shares of common stock voted as noted:

                          -------------------------------------
                              Voted For           Withheld
                          ------------------  -----------------

Marshall D. Butler            5,989,989            208,470
Lawrence Butler               6,155,671             42,788
Richard E. Gormley            6,144,937             53,522
Donald K. Grierson            5,991,288            207,171
Frederic A. Heim              5,845,898            352,561
Robert C. Streiter            6,152,421             46,038

Proposal #2 - Approve amendments to the Company's 1994 Stock Option Plan.

For                           5,623,411
Against                         502,471
Abstained                        72,577
Broker Non Votes                374,888

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

           11.1   Statement re Computation of Per Share Earnings for the
                  quarter and six months ended April 28, 2002 and April 27,
                  2001.

           99.1   Table showing the impact on earning and earnings per
                  share by adopting SFAS 142 for the fiscal years ended October
                  28, 2001, October 29, 2000 and October 31,1999.

(b)      Reports on Form 8-K

         1.       Filed Form 8-K, dated May 9, 2002, reporting under Item 4.
                  Changes in Registrant's Certifying Accountant and Item 7.
                  Financial Statements and Exhibits.


         2.       Filed Form 8-K/A-1 dated June 11, 2002 amending Form 8-K
                  dated May 9, 2002 reporting under Item 4. Changes in
                  Registrant's  Certifying Accountant and Item 7. Financial
                  Statements and Exhibits.

                                       23

<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:  June 12, 2002           By:  /s/ Lawrence Butler
       ----------------             -------------------------------------
                                    Lawrence Butler
                                    Chairman and Chief Executive Officer
                                    (Principal Executive Officer)





Date:  June 12, 2002           By:  /s/ James J. Polakiewicz
       ----------------             -------------------------------------
                                    James J. Polakiewicz
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)






                                       24

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT


 11.1       Statement re Computation of Per Share Earnings for the quarter
            and six months ended April 28, 2002 and April 27, 2001.

 99-1       Impact of Adopting SFAS No. 142











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