<PAGE>

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


                                   FORM 10-Q

(Mark One)

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

                For the quarterly period ended January 28, 2001

                                       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>
<CAPTION>
<S>                                                 <C>
                  Delaware                                       76-0079338
(State or other jurisdiction of incorporation or    (I.R.S. Employer Identification No.)
               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  [ ]


                     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.

<TABLE>
<CAPTION>
<S>                                                <C>
Common Stock, $.03 par value                                  7,078,435
----------------------------                                  ---------
           Class                                   Outstanding at February 22, 2001
</TABLE>

<PAGE>

                         ALPHA TECHNOLOGIES GROUP, INC.
                                   FORM 10-Q
                                JANUARY 30, 2000

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                            Page No.
                                                                                                                            --------
<S>                                                                                                                         <C>

PART I  FINANCIAL INFORMATION...............................................................................................    3
CONSOLIDATED BALANCE SHEETS - JANUARY 28, 2001 AND OCTOBER 29, 2000.........................................................    3
CONSOLIDATED STATEMENTS OF EARNINGS FOR THE QUARTERS ENDED JANUARY 28, 2001 AND JANUARY 30, 2000............................    4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE QUARTERS ENDED JANUARY 28, 2001 AND JANUARY 30, 2000................    5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTERS JANUARY 28, 2001 AND JANUARY 30, 2000................................    6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................................................................................    7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............................   11
PART II - OTHER INFORMATION.................................................................................................   14
</TABLE>

                                       2
<PAGE>

PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

      CONSOLIDATED BALANCE SHEETS - JANUARY 28, 2001 AND OCTOBER 29, 2000

                (In Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>

                                                                                        January 28,          October 29,
                                                                                            2001                 2000
                                                                                    ----------------     ----------------
<S>                                                                                    <C>                  <C>
                                                                                        (Unaudited)
ASSETS
------
CURRENT ASSETS:
 Cash                                                                                        $ 1,263              $12,364
 Accounts receivable, net                                                                     11,997               10,075
 Inventories, net                                                                             10,626                5,935
 Net assets of discontinued operations                                                            --                2,062
 Prepaid expenses                                                                              1,901                  976
                                                                                             -------              -------
   Total current  assets                                                                      25,787               31,412

PROPERTY AND EQUIPMENT, at cost                                                               37,648               21,179
 Less - Accumulated depreciation and amortization                                             11,542               10,894
                                                                                             -------              -------
   Property and equipment, net                                                                26,106               10,285

GOODWILL, net                                                                                 29,370                1,702

OTHER ASSETS, net                                                                              1,836                2,206
                                                                                             -------              -------
    TOTAL ASSETS                                                                             $83,099              $45,605
                                                                                             =======              =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
 Accounts payable, trade                                                                     $ 4,486              $ 4,392
 Accrued compensation and related benefits                                                     1,298                1,843
 Other accrued liabilities                                                                     2,444                1,451
 Current portion of long-term debt                                                             6,000                1,080
                                                                                             -------              -------
   Total current liabilities                                                                  14,228                8,766

REVOLVING CREDIT FACILITY                                                                      2,300                   --
LONG-TERM DEBT                                                                                29,000                2,200

OTHER LONG-TERM LIABILITIES                                                                      319                  124

STOCKHOLDERS' EQUITY:
 Preferred stock, $100 par value; shares authorized 180,000                                        -                    -
 Common stock, $.03 par value; shares authorized 17,000,000; issued
   8,472,788 at January  28, 2001 and 8,169,345 at October 29, 2000                              254                  245
 Additional paid - in capital                                                                 46,251               44,421
 Accumulated deficit                                                                          (3,449)              (4,347)
 Treasury stock, at cost (1,394,353 common shares at January 28, 2001 and
  October 29, 2000)                                                                           (5,804)              (5,804)
                                                                                             -------              -------
    TOTAL STOCKHOLDERS' EQUITY                                                                37,252               34,515
                                                                                             -------              -------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $83,099              $45,605
                                                                                             =======              =======
</TABLE>

  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       3
<PAGE>

                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS  FOR THE QUARTERS ENDED JANUARY 28, 2001 AND
                                JANUARY 30, 2000

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

<TABLE>
<CAPTION>
                                                                                                                January 30,
                                                                                      January 28,                   2000
                                                                                          2001                  (Restated)
                                                                                 -------------------       ------------------
<S>                                                                                 <C>                       <C>
SALES                                                                                        $16,161                  $13,185
COST OF SALES                                                                                 11,592                    9,540
                                                                                             -------                  -------
     Gross profit                                                                              4,569                    3,645

OPERATING EXPENSES
     Research and development                                                                    229                      220
     Selling, general and administrative                                                       2,316                    1,984
                                                                                             -------                  -------
          Total operating expenses                                                             2,545                    2,204
                                                                                             -------                  -------

OPERATING INCOME                                                                               2,024                    1,441

INTEREST INCOME                                                                                  149                        1
OTHER INCOME (EXPENSE), net                                                                      (16)                      --
INTEREST EXPENSE                                                                                (290)                    (207)
                                                                                             -------                  -------

OPERATING INCOME BEFORE TAXES                                                                  1,867                    1,235
PROVISION FOR INCOME TAXES                                                                       717                       --
                                                                                             -------                  -------
INCOME FROM CONTINUING OPERATIONS                                                              1,150                    1,235

INCOME FROM DISCONTINUED OPERATIONS, net of tax                                                  (59)                     380
GAIN ON SALE OF DISCONTINUED OPERATION, net of tax                                               207                       --
                                                                                             -------                  -------
INCOME BEFORE EXTRODINARY ITEM                                                                 1,298                    1,615

EXTRAORDINARY LOSS, EARLY EXTINGUISHMENT OF DEBT, net of tax                                    (400)                      --
                                                                                             -------                  -------
NET INCOME                                                                                   $   898                  $ 1,615
                                                                                             =======                  =======

EARNINGS PER COMMON SHARE
      BASIC
      ------
        Income from continuing operations                                                    $  0.17                  $  0.19
        Income from discontinued operations                                                  $    --                  $  0.06
        Gain on sale of discontinued operations                                              $  0.02                       --
                                                                                             -------                  -------
                  INCOME BEFORE EXTRAORDINARY ITEM                                           $  0.19                  $  0.25
        Extraordinary loss, early extinguishment of debt, net of tax                         $ (0.06)                      --
                                                                                             -------                  -------
                  NET INCOME                                                                 $  0.13                  $  0.25
                                                                                             =======                  =======

     DILUTED
     -------
         Income from continuing operations                                                   $  0.15                  $  0.17
         Income from discontinued operations                                                      --                  $  0.06
         Gain on sale of discontinued operations                                             $  0.02                       --
                                                                                             -------                  -------
                  INCOME BEFORE EXTRAORDINARY ITEM                                           $  0.17                  $  0.23
         Extraordinary loss, early extinguishment of debt, net of tax                        $ (0.05)                      --
                                                                                             -------                  -------
                  NET INCOME                                                                 $  0.12                  $  0.23
                                                                                             =======                  =======

SHARES USED IN COMPUTING NET INCOME PER SHARE
             Basic                                                                             6,843                    6,578
             Diluted                                                                           7,433                    7,091
</TABLE>

                                       4
<PAGE>

                ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  FOR THE QUARTERS ENDED
                    JANUARY 28, 2001 AND JANUARY 30, 2000

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


<TABLE>
<CAPTION>
                                                                                January 28,         January 30,
                                                                                    2001                2000
                                                                            ----------------    ----------------
<S>                                                                            <C>                 <C>
NET INCOME                                                                             $ 898              $1,615

OTHER COMPREHENSIVE INCOME:
    Foreign currency translation adjustment                                               --                  14
                                                                                       -----              ------
COMPREHENSIVE INCOME                                                                   $ 898              $1,629
                                                                                       =====              ======
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       5
<PAGE>

                ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTERS JANUARY 28, 2001 AND
                                JANUARY 30, 2000

                           (Unaudited)(In Thousands)
<TABLE>
<CAPTION>
                                                                                                               January 30,
                                                                                        January 28,               2000
                                                                                           2001                (Restated)
                                                                                   ------------------     -----------------
<S>                                                                                   <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                              $    898              $  1,615
     Adjustments to reconcile net income to net cash
       provided by operating activities:
          Depreciation and amortization                                                           850                   685
          Gain on sale of discontinued operation                                                 (207)                   --
          Loss on sale/disposal of equipment                                                       23                    --
          Extraordinary loss on early extinguishment of debt                                      400                    --
          Stock option compensation expense                                                         3                    --
          Deferred income taxes                                                                   377                    --
          Cumulative translation adjustment                                                        --                    14
          Net cash provided by discontinued operations                                            131                   266
          Changes in assets and liabilities:
            (Increase) decrease in accounts receivable                                          2,501                  (781)
            Increase in inventories                                                            (1,130)                 (255)
            (Increase) decrease in prepaid expenses                                               123                  (101)
            Decrease in accounts payable                                                       (1,649)                 (290)
            Decrease in accrued compensation and related benefits                                (714)                 (398)
            Increase (decrease) in other liabilities                                              381                  (210)
                                                                                             --------              --------
          Net cash provided by operating activities                                             1,987                   545

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of equipment                                                               20                    --
     Purchase of property and equipment, net                                                     (212)                 (237)
     Expenditures for business acquisitions                                                   (49,441)                   --
     Proceeds from business divestitures                                                        2,200                    --
     Increase (decrease) in other assets, net                                                     161                    (1)
                                                                                             --------              --------
          Net cash used in investing activities                                               (47,272)                 (238)
                                                                                             --------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                                     1,836                    50
     Payments for debt  issue costs                                                            (1,291)                   --
     Proceeds from revolving credit lines                                                       4,800                16,019
     Payments on revolving credit lines                                                        (2,500)              (16,162)
     Proceeds from term debt                                                                   35,000                    --
     Payments on term debt                                                                     (3,661)                 (270)
                                                                                             --------              --------
          Net cash provided by (used in) financing activities                                  34,184                  (363)
                                                                                             --------              --------

NET DECREASE IN CASH                                                                          (11,101)                  (56)

CASH AND CASH EQUIVALENTS, beginning of period                                                 12,364                   233
                                                                                             --------              --------

CASH AND CASH EQUIVALENTS, end of period                                                    $   1,263              $    177
                                                                                            =========              ========
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       6
<PAGE>

                 ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)  ORGANIZATION

     As a result of the recent sale of the Company's connector and subsystems
businesses and the acquisition of National Northeast Corporation ("NNE"), Alpha
Technologies Group, Inc.'s ("Alpha" or the "Company") business is the
manufacture, fabrication and sale of thermal management products and aluminum
extrusions.

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

     During the third quarter of fiscal 2000, the Company's connector operation
was sold, and on November 17, 2000, its subsystems operation was sold for an
aggregate of approximately $14,500,000. These dispositions were made so that the
Company could focus on its growing thermal management business. (See Footnote 5:
Discontinued Operations) To that end, on January 9, 2001, the Company acquired
NNE. (See Footnote 3: Acquisitions)

     The Company was incorporated as Synercom Technology, Inc., in Texas in
1969, changed the state of incorporation to Delaware in 1983 and, in 1995,
changed its name to Alpha Technologies Group, Inc.

(2)  CONSOLIDATED FINANCIAL STATEMENTS

    The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission.  In the opinion of the Company, the accompanying interim unaudited
consolidated financial statements contain all material adjustments, consisting
only of normal recurring adjustments necessary to present fairly the financial
condition, the results of operations and the changes in cash flows of Alpha
Technologies Group, Inc. and Subsidiaries for interim periods.  The results for
such interim periods are not necessarily indicative of results for a full year.
All material intercompany transactions and balances have been eliminated.
Certain prior year amounts have been reclassified to conform to fiscal 2001
presentation.  As more fully described in Note 5--Discontinued Operations, prior
year numbers have been restated, through reclassification, to discontinue the
connector business sold in July 2000 and the subsystems business which was sold
in November 2000.

                                       7
<PAGE>

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

     (3) Acquisitions

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

     The purchase price was $49,900,000 in cash, subject to adjustment based
upon working capital as of the Closing. Pursuant to the SPA, the Seller and
certain of its affiliates agreed not to engage in the manufacture and sale of
aluminum extrusions and aluminum heat sinks for four and one half years. The
terms of the transaction, including the purchase price, were the result of arms
length negotiations between Alpha and Seller.  Alpha used $14,800,000 of its
cash on hand and $39,800,000 in borrowings under its new credit facility to pay:
(i) the purchase price, (ii) $1,300,000 in transaction costs and costs for the
new credit facility and (iii) $3,400,000 in outstanding debt under its old
credit facilities, including a $378,000 early termination fee.

     The acquisition has been accounted for as a purchase transaction, and
accordingly, the purchase price has been allocated to the assets acquired and
liabilities assumed for the acquisition. Adjustments to the purchase price
allocation may be made during the 12 months following the date of acquisition as
a result of resolutions of uncertainties existing at the acquisition date. The
Company intends to amortize the portion of the purchase price allocated to
goodwill over 20 years. The operating results of National Northeast Corporation
have been included in the Company's consolidated results of operations since its
acquisition date.

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

<TABLE>
<CAPTION>
                                                                                January 28,         January 30,
                                                                                    2001                2000
                                                                            ----------------    ----------------
<S>                                                                            <C>                 <C>
Sales                                                                                $22,213             $20,759
Income from continuing operations                                                    $ 1,089             $   728
Earnings per share (diluted)                                                         $  0.14             $   .10
</TABLE>

                                       8
<PAGE>

(4) INVENTORY

<TABLE>
<CAPTION>
Inventories consisted of the following on            January 28,        October 29,
(in thousands):                                          2001               2000
                                                  --------------     --------------
<S>                                                  <C>                <C>
Raw materials and components                             $ 5,458             $2,255
Work in process                                            3,322              2,387
Finished goods                                             2,142              1,623
                                                         -------             ------
                                                          10,922              6,265
Valuation reserve                                           (296)              (330)
                                                         -------             ------
                                                         $10,626             $5,935
                                                         =======             ======
</TABLE>


     The increase in inventory in the first quarter of fiscal 2001 was primarily
due to the purchase of the NNE business.

(5) DISCONTINUED OPERATIONS

     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 the assets and the subsystems business (the "Business")
located in Colmar, Pennsylvania, to a privately owned company (the "Buyer"). The
sale included Malco's accounts receivable, inventory, machinery, equipment,
tools, business machines, office furniture and fixtures and certain intangibles
including but not limited to customer lists, trade names and engineering designs
and the agreement by Alpha and certain of their affiliates not to engage in any
business, directly or indirectly, that competes with Malco for three years.

     As a result of the sale, Alpha received $2,200,000, in cash plus a three-
year, 12% note for $300,000 and Buyer assumed certain payables and liabilities
of the Business. The purchase price was a negotiated amount between Buyer and
Seller.

     In addition, during the third quarter of fiscal 2000, the Company's
connector operation was sold for approximately $12,300,000. Accordingly, the
results of operations for the Company's connector and sub-systems businesses
which were sold are reflected in the accompanying consolidated financial
statements as discontinued operations. Previously these businesses were reported
as the "Connector Segment" and "Subsystems segment" for reporting purposes.

Summary operating results of the discontinued operations are as follows:

<TABLE>
<CAPTION>
Connector Operations - Sold July 28, 2000                                Quarter Ended
                                                                  ------------------------
(in thousands)                                                            January 30,
                                                                              2000
                                                                  ------------------------
<S>                                                                  <C>
Sales                                                                        $2,195
Costs and expenses                                                            1,995
                                                                             ------
     Net income of discontinued operation sold                               $  200
                                                                             ======
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
Subsystems Operations - Sold November 17, 2000
                                                                                Quarter Ended
                                                                  --------------------------------------
(in thousands)                                                        January 28,           January 30,
                                                                         2001                  2000
                                                                  ----------------      ----------------
<S>                                                                  <C>                   <C>
Sales                                                                   $  170                $1,482
Costs and expenses                                                         229                 1,302
                                                                        ------                ------
      Net income of discontinued operation held for sale                $  (59)               $  180
                                                                        ======                ======
</TABLE>

     No income tax provision was provided in income from discontinued operations
due to the Company's use of its net operating loss carryforwards.


Summary Balance Sheet Data For Subsystem Operation
<TABLE>
<S>      <C>                                                <C>
                                                            October 29,
                                                               2000
                                                         --------------

         Current assets                                      $2,248
         Property plant and equipment                           209
         Non-current assets                                     429
         Current liabilities                                   (811)
         Non-current liabilities                                (13)
                                                             ------
                                                             $2,062
                                                             ======
</TABLE>



(6). Debt and Revolving Credit Facilities

 Debt and revolving credit facilities consisted of the following on:

<TABLE>
<CAPTION>
                                                              January 28,     October 29,
                                                                  2001           2000
                                                              -----------     -----------
                                                                     (In Thousands)
<S>                                                           <C>        <C>
 Variable-rate revolving credit facility (effective
  interest rate of 9.75% on January 28, 2001),
  interest payable quarterly, principal is repaid and
  re-borrowed based on cash requirements.................      $ 2,300           $   --
 Variable-rate term note (effective interest rate of
  9.75% on October 29, 2000), payable in monthly
  installments of $90,000 plus accrued interest..........           --               --
 Variable-rate term note (effective interest rate of
  9.75% on January 28, 2001), payable in quarterly
  installments plus accrued interest.....................        35,000           3,280
Other....................................................            --              80
                                                                -------         -------
                                                                 37,300           3,360
 Less amount reflected in net assets of discontinued
  operations.............................................            --             (80)
 Less current portion....................................        (6,000)         (1,080)
                                                                -------         -------
                                                                $31,300         $ 2,200
                                                                =======         =======
</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

                                       10
<PAGE>

Credit Agreement provides for a revolving loan facility of up to $15,000,000,
and a $35,000,000 term facility, maturing on January 8, 2006. The advances on
the revolving loans are based on eligible accounts receivable. Prior to the
closing of the Credit Agreement, the Company paid off, with its cash on hand,
the credit facility entered into on April 16, 1999.

     On January 28, 2001, $2,300,000 was drawn on the revolving credit facility
with interest accruing at the base rate provided by Union Bank plus .75% (9.75%
on January 28, 2001).  There is an unused line fee equal to .5% per annum based
on the average aggregate amount, for each day during the period, of the
Available Revolving Loan Commitment payable quarterly in arrears on the last day
of each quarter. The $35,000,000 term note accrues interest at the base rate
provided by Union Bank plus .75% (9.75% per annum on January 28, 2001) and is
payable in four quarterly installments $1,500,000 beginning March 31, 2001,
followed by twelve quarterly installments of $1,750,000, and four final
quarterly installments of $2,000,000, together, in each instance, with interest
thereon to the date of payment. Subsequent to quarter end the Company utilized
its Libor option under the terms of the new credit facility and will enter into
an interest rate swap to manage its interest rate risk. In addition, the Company
will receive reductions in the margin applied to Union Bank's base rate if
certain covenants are met.  On January 28, 2001, $35,000,000 was drawn and
outstanding on the term loan.  The obligations under the Agreement are secured
by a first lien on and assignment of all of the assets of Alpha and its
subsidiaries.


(7)  Common Stock

     Pursuant to Alpha's Rights Offering which expired on January 8, 2001,
shareholders purchased 270,946 shares of Common Stock of Alpha, the maximum
number of shares offered, at a purchase price of $7.25 per share. The Company
received net proceeds of $1,836,000 from such offering.


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

Results of Operations
---------------------

Q1 Fiscal 2001 vs. Q1 Fiscal 2000
---------------------------------

          Income From Operations. Income from continuing operations for the
first quarter of fiscal 2001 was $1,150,000, inclusive of a $717,000 income tax
provision compared to income from continuing operations for the first quarter of
fiscal 2000 of $1,235,000 which did not include a tax provision. The increase in
income from continuing operations before taxes of $632,000 or 51% is primarily
the result of the increase in sales and gross margin. Net income for the 2000
period did not include a tax provision due to the Company's use of its net
operating loss carry forwards.

          Sales. The Company's sales for the first quarter of fiscal 2001
increased 22.5% to $16,161,000 from $13,185,000 for the same period of fiscal
2000. This includes $1,345,000 in revenue from National Northeast

                                       11
<PAGE>

which was acquired on January 9, 2001. Management believes that the increase in
sales is due to the penetration of certain existing accounts and the additional
sales from the NNE business.

          Selling, General and Administrative Expense. Selling, general and
administrative expenses for the quarter ended January 28, 2001 were $2,316,000,
or 14.3% of sales. This compares to $1,984,000, or 15.0% of sales, for the prior
year quarter. SG&A expenses in absolute dollars increased by $332,000 primarily
due to the acquisition of NNE. Management believes that the NNE sales for the
period from the closing date through the end of the first quarter are not
indicative of expected annual revenues.

          Interest and Other Income (Net). Interest expense was $290,000 and
$207,000 for the fiscal 2001 and 2000 quarters, respectively. This increase was
due to higher average outstanding borrowing base due to the acquisition of NNE.
During the first quarter of fiscal 2001, the Company earned $149,000 in interest
income on the net proceeds it received from the sale of its connector and
subsystems businesses. On January 9, 2001, the Company utilized the proceeds to
fund a portion of the purchase price of NNE and does not expect interest income
to be significant in fiscal 2001.

          Provision for Income Tax. Income from continuing operations for the
first quarter of fiscal 2001 reflects a $717,000 income tax provision compared
to $0 for the fiscal 2000 quarter. For fiscal 2000, the Company's tax provision
is not at statutory rates due to the Company's utilization of its net operating
loss carryforwards. The Company expects to record a tax provision of between 36-
40% for its fiscal 2001.

          Income (loss) from discontinued operations. The Company recorded a
$59,000 loss during the first quarter of fiscal 2001 compared to $380,000 in
income during the first quarter of fiscal 2000. The decease in net income from
discontinued operations was due to the sale of the Company's connector business
in the third quarter of fiscal 2000 and the sale of its subsystems business
early in the first quarter of fiscal 2001.

          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 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.

          Seller received $2,200,000, in cash plus a three-year, 12% note for
$300,000 and Buyer assumed certain payables and liabilities of the Business. The
purchase price was a negotiated amount between Buyer and Seller.

          Extraordinary Loss Early Extinguishment of Debt.  The Company recorded
a $400,000 charge (including the $378,000 early termination fee), net of tax,
during the first quarter of fiscal 2001 to expense the early termination fee and
the unamortized debt issuance costs in connection with the payoff of the credit
facility entered

                                       12
<PAGE>

into on April 16, 1999. This facility was paid off early to allow the Company to
enter into a new credit facility to purchase the NNE business.


LIQUIDITY AND CAPITAL RESOURCES

          On January 28, 2001, the Company had cash of approximately $1,263,000
compared to $12,364,000 on October 29, 2000. For the three months ended January
28, 2001, $1,987,000 was provided by operating activities and $34,184,000 was
provided by financing activities including $37,300,000 provided by a new credit
facility and $1,836,000 in net proceeds received from the issuance of common
stock, primarily from the Company's rights offering which was completed on
January 8, 2001. During the first quarter of fiscal 2001, $49,442,000 was used
in investing activities for the purchase of NNE and the Company received
$2,200,000 in cash from the sale of its subsystems business. Capital equipment
purchases of $212,000 were made to improve manufacturing capabilities and to
refurbish and upgrade existing machinery.  The Company expects to spend
approximately $2,500,000 for capital equipment purchases during fiscal 2001. The
Company used $3,661,000 to repay the credit facility entered into on April 16,
1999, including a $378,000 early termination fee, and used $1,291,000 to pay
debt issue costs in connection with the new credit facility.

     On January 9, 2001, the Company and its subsidiaries, as guarantors,
entered into a Credit Agreement (the "Credit Agreement") with Union Bank of
California, N.A. ("Union Bank") as sole lead arranger and administrative agent
and several banks and other financial institutions named in the Credit
Agreement. The Credit Agreement provides for a revolving loan facility of up to
$15,000,000, and a $35,000,000 term facility, maturing on January 8, 2006. The
advances on the revolving loans are based on eligible accounts receivable. Prior
to the closing of the Credit Agreement, the Company paid off, with its cash on
hand, the credit facility entered into on April 16, 1999.

     On January 28, 2001, $2,300,000 was drawn on the revolving credit facility
with interest accruing at the base rate provided by Union Bank plus .75% (9.75%
on January 28, 2001).  There is an unused line fee equal to .5% per annum based
on the average aggregate amount, for each day during the period, of the
Available Revolving Loan Commitment payable quarterly in arrears on the last day
of each quarter. The $35,000,000 term note accrues interest at the base rate
provided by Union Bank plus .75% (9.75% per annum on January 28, 2001) and is
payable in four quarterly installments $1,500,000 beginning March 31, 2001,
followed by twelve quarterly installments of $1,750,000, and four final
quarterly installments of $2,000,000, together, in each instance, with interest
thereon to the date of payment. Subsequent to quarter end the Company utilized
its Libor option under the terms of the new credit facility and will enter into
a interest rate swap to manage its interest rate risk, as required by the Credit
Agreement. In addition, the Company will receive reductions in the margin
applied to Union Bank's base rate if certain covenants are met. On January 28,
2001, $35,000,000 was drawn and outstanding on the term loan. The obligations
under the Agreement are secured by a first lien on and assignment of all of the
assets of Alpha and its subsidiaries.

                                       13
<PAGE>

     Working capital (which excludes amounts due under the revolving credit
facility) on January 28, 2001 was $11,559,000 compared to $22,646,000 on October
29, 2000. The decrease in working capital during the first quarter of fiscal
2001 was primarily due to the Company using its cash to purchase NNE. The
Company believes its currently available cash, anticipated cash flow from
operations and availability under its credit facility is sufficient to fund its
operations in the near-term.

FORWARD LEADING STATEMENTS

     In conjunction with the provisions of the "Safe Harbor" section of the
Private Securities Litigation Reform Act of 1995, this quarterly report
Form 10-Q may contain forward-looking statements pertaining to future
anticipated projected plans, performance and developments, as well as other
statements relating to future operations. All such forward-looking statements
are necessarily only estimates of future results and there can be no assurance
that actual results will not materially differ from expectations. Further
information on potential factors which could affect the Company, including, but
not limited to, the impact of competitive products and pricing, product demand
and market acceptance, new product development, reliance on key strategic
alliances, availability of raw materials, fluctuations in operating results,
ability to retain and attract personnel including management and other risks
detailed herein and in the Company's other filings with the Securities and
Exchange Commission.

PART II - OTHER INFORMATION

ITEM 6.    Exhibits and Reports on Form 8-K

(a)  Exhibits
     --------

            11.1  Statement re Computation of Per Share Earnings for the
                  quarters ended January 28, 2001 and January 30, 2000.

(b)  Reports on Form 8-K
     -------------------

     The Company filed a Form 8-K on December 4, 2000 reporting the sale of its
subsystems business. In addition, on January 23, 2001, the Company filed a Form
8-K reporting the purchase of NNE.

                                       14
<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.

<TABLE>
<CAPTION>
<S>                                             <C>
                                                    Alpha Technologies Group, Inc.
                                                    --------------------------------------
                                                    (Registrant)

Date:       March 14, 2001                      By:     /s/ Lawrence Butler
----------------------------------------            --------------------------------------
                                                    Lawrence Butler
                                                    Chairman and Chief Executive Officer
                                                    (Principal Executive Officer)

Date:       March 14, 2001                      By:     /s/ Johnny J. Blanchard
----------------------------------------            --------------------------------------
                                                    Johnny J. Blanchard
                                                    Chief Financial Officer
                                                    (Principal Financial and Accounting Officer)
</TABLE>

                                       15
<PAGE>

EXHIBIT INDEX

     Exhibit                                                            Page No.
     -------                                                            --------
11.1 Statement re Computation of Per Share Earnings for the quarters
     ended January 28, 2001 and January 30, 2000.

                                       16