<PAGE>
                        FORM 10-QSB
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

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


For the Quarterly Period Ended: March 31, 2003
                               ----------------
Commission File Number: 0-17264
                       ----------


                       ALFA International Corp.
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter)

    New Jersey                                22-2216835
--------------------------------        ----------------------
State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)       Identification Number)

           350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
          -----------------------------------------------------
                (Address of Principal Executive Offices)

Registrant's telephone number, and area code:  (212) 563-4141
                                               ---------------


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.   [x] Yes   [ ] No


As of May 15, 2003, the registrant had outstanding 10,803,348
shares of Common Stock, par value $.01 per share.


                            (1)


<PAGE>


                ALFA INTERNATIONAL CORP.AND SUBSIDIARIES
                                 INDEX
                     PART I - FINANCIAL INFORMATION



ITEM 1:        FINANCIAL STATEMENTS


             CONSOLIDATED BALANCE SHEETS
             DECEMBER 31, 2002
             MARCH 31, 2003

             CONSOLIDATED STATEMENTS OF OPERATIONS
             THREE MONTHS ENDED MARCH 31, 2002
             THREE MONTHS ENDED MARCH 31, 2003

             CONSOLIDATED STATEMENT OF CHANGES IN
               STOCKHOLDERS' EQUITY
             THREE MONTHS ENDED MARCH 31,2003

             CONSOLIDATED STATEMENTS OF CASH FLOWS
             THREE MONTHS ENDED MARCH 31, 2002
             THREE MONTHS ENDED MARCH 31, 2003


             NOTES TO FINANCIAL STATEMENTS



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

ITEM 3:        CONTROLS AND PROCEDURES

                      PART II  -  OTHER INFORMATION


ITEM 6:          EXHIBITS AND REPORT ON FORM 8-K




                            (2)


<PAGE>
<TABLE>
                           ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                          March 31,         December 31,
                                           2003                 2002
                                         ----------         ------------
                                         (Unaudited)            Note 1
                                         ----------         ------------
<S>                                     <C>               <C>
ASSETS

CURRENT ASSETS:
Cash and equivalents                     $  254,228         $  144,972
Accounts receivable                             164                266
Inventory                                    24,821              2,150
Prepaid promotional costs                                          775
Prepaid expenses and other
   current assets                            67,491             26,511
                                           --------           --------
  Total Current Assets                      346,704            174,674
                                           --------           --------
PROPERTY AND EQUIPMENT:
Office & computer equipment                  55,298             49,445
General plant                                 9,514              8,843
Furniture & fixtures                          5,007              5,007
                                             ------             ------
                                             69,819             63,295
Less: Accumulated depreciation              (57,984)           (57,384)
                                            -------            -------
                                             11,835              5,911
                                            -------            -------


OTHER ASSETS:
 Note Receivable                             14,814             19,293
 Deposits                                    12,154                 -
 Advances to Affiliate                      103,569             59,113
                                           --------            -------
                                            130,537             78,406
                                           --------            -------

                                        $   489,076         $  258,991
                                        ===========         ==========


LIABILITIES AND STOCKHOLDERS'
  EQUITY

CURRENT LIABILITIES:
Accounts payable                        $    54,700         $   16,888
Accrued payroll                              25,000             25,000
Accrued expenses                             19,110             11,456
Accrued compensation                         59,113             59,113
Dividends payable                            39,873             17,015
                                            -------           --------
    Total Current Liabilities               197,796            129,472
                                            -------           --------
COMMITMENTS

STOCKHOLDERS' EQUITY:
Undesignated preferred stock:
Authorized - 925,000 shares
Issued and outstanding - none
Series B preferred stock; $.01 par
Value. Authorized - 75,000 shares;
Issued:38,625 shares at December 31,
2002 and 54,750 at March 31, 2003              548                386
Common stock - $ .01 par value
Authorized - 15,000,000 shares;
issued and outstanding 10,803,348
Shares in 2003 and 10,488,688
in 2002                                     108,034            104,887
Capital in excess of par value            6,969,424          6,634,500
Retained earnings (deficit)              (6,786,726)        (6,610,254)
                                         -----------        ----------
     Total Stockholders' Equity             291,280            129,519
                                         -----------        ----------
                                        $   489,076         $  258,991
                                        ===========         ==========

            (See accompanying notes to consolidated financial statements)














                                       (3)


</TABLE>
<PAGE>
<TABLE>
                           ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                           ---------------------------------------
                                       (UNAUDITED)
<CAPTION>
                                               THREE  MONTHS  ENDED
                                                     MARCH 31,
                                            ---------------------------
                                             2003                    2002
<S>                                     <C> ------              <C> ------
REVENUES:
Net sales                                $    2,313              $   25,651
Royalty income                                   -                      586
                                           --------                --------
                                              2,313                  26,237
                                           --------                --------
COSTS AND EXPENSES:
Cost of sales                                    85                  24,821
Selling, general and administrative         156,247                 153,473
Interest income                                (405)                 (1,491)
Gain on sale of equipment                        -                   (5,250)
                                            -------               ---------
                                            155,927                 171,553
                                            -------               ---------
NET LOSS                                 $ (153,614)             $ (145,316)
                                         -----------             -----------
PREFERRED STOCK DIVIDENDS                    22,858                     -
                                         -----------             ------------
LOSS APPLICABLE TO
COMMON STOCKHOLDERS                       $(176,472)             $ (145,316)
                                         ===========             ============

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                     10,698,461              10,038,688
                                          ==========             ===========
NET LOSS PER SHARE                        $  (.02)                $  (.01 )
                                          ==========             ===========

            (See accompanying notes to consolidated financial statements)

























                                         (4)
</TABLE>
<PAGE>
<TABLE>
                                ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     ----------------------------------------------------------
                                            (UNAUDITED)

<CAPTION>

                 Common Stock             Pref. Stock
                 ------------             -----------      Capital in     Retained
                             Par                   Par     Excess of      Earnings
                Shares       Value        Shares   Value   Par Value     (Deficit)
                ------       -----        ------   -----   ----------    ---------
<S>             <C>          <C>         <C>      <C>     <C>            <C>
Balances at
December 31,
2002             10,488,688   $ 104,887   38,625   $ 386   $ 6,634,500    $ (6,610,254)

Issuance of
Preferred Stock
for cash, net of
expenses of
$322,500                                  16,125     162       322,338

Preferred stock
Dividend             -             -          -      -            -            (22,858)

Issuance of
Common Stock
for consulting
services            314,660       3,147       -      -          12,586


Net loss              -              -        -       -          -            (153,614)
                 ----------   ---------   ------   ------  -----------    -------------
Balances at
March 31, 2003   10,803,348  $ 108,034    54,750   $ 548   $ 6,969,424    $ (6,786,726)
                 ----------   ---------   ------   ------  -----------    -------------

            (See accompanying notes to consolidated financial statements)




                                        (5)
</TABLE>





















<PAGE>
<TABLE>
                               ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                               ----------------------------------------
                                             (UNAUDITED)
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                             -----------------------
                                                               2003           2002
                                                               ----           ----
<S>                                                       <C>             <C>
     CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                          $(153,614)      $ (145,316)
         Adjustments to reconcile net loss to net cash
         flows from operating activities:
            Depreciation and amortization                        600              500
            Gain on sale of equipment                             -            (5,250)
            Inventory Reserve                                   (471)         (11,970)
            Stock issued for consulting fees                  15,733               -
            Changes in operating assets and liabilities:
              Accounts receivable                                102          (24,532)
              Inventories                                    (22,200)          32,839
              Prepaid expenses                               (40,205)          (5,799)
              Accounts payable                                37,812           37,894
              Other assets                                   (12,154)             187
              Accrued expenses                                 7,654           55,637
                                                            --------         --------
                 Net cash flows from operating activities   (166,743)         (65,810)
                                                            --------         --------



     CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisitions of property and equipment               (6,524)            (247)
         Proceeds from sale of equipment                          -             5,250
         Note receivable                                       4,479               -
         Advance to affiliate                                (44,456)              -
                                                            ---------        --------
               Net cash flows from investing activities      (46,501)           5,003
                                                            ---------        --------
     CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from issuance of preferred stock           322,500              -
         Payments on Note Payable                                -              (176)
         Proceeds from Short term loans                          -            34,000
                                                             --------         ------
               Net cash flows from financing activities      322,500          33,824
                                                             --------         ------

     NET CHANGE IN CASH AND EQUIVALENTS                      109,256         (26,983)

     CASH AND EQUIVALENTS, BEGINNING OF PERIOD               144,972          28,486
                                                            ---------         -------
     CASH AND EQUIVALENTS, END OF PERIOD                   $ 254,228       $    1,503
                                                           =========         =========
     SUPPLEMENTAL CASH FLOW INFORMATION:

     Interest paid                                         $     -         $       52
                                                           =========       ===========
     NON-CASH FINANCING ACTIVITIES:

     Preferred stock dividend                               $ 22,858             -
                                                           ==========      ============
            (See accompanying notes to consolidated financial statements)

                                      (6)
</TABLE>


<PAGE>
            ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION:

The balance sheet for Alfa International Corp. and subsidiaries
("Alfa" or the "Company") at the end of the preceding fiscal
year has been derived from the audited balance sheet and notes
thereto contained in the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 2002 and is presented
herein for comparative purposes. All other financial statements
are unaudited. In the opinion of management all adjustments
which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and
changes in financial position for all periods presented have
been made. The results of operations for interim periods are not
necessarily indicative of operating results for the full year.
Alfa presently has two wholly owned subsidiaries through which
it conducts all operations. All inter-company transactions have
been eliminated in their consolidation with Alfa.

Footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the published
rules and regulations of the Securities and Exchange Commission.
These financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2002.


NOTE 2  - GOING CONCERN AND LIQUIDITY:

     The Company has incurred significant operating losses
raising substantial doubt about its ability to continue as a
going concern.  The continued existence of the Company is
dependent upon its ability to attain profitable operations and
its continuance to procure additional funding through stock
offerings.




                            (7)
<PAGE>
            ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 3 - CONSULTING AGREEMENT AND NOTE RECEIVABLE:

On February 27, 2002 the Company entered into a three year
consulting agreement ("Agreement") beginning March 1, 2002,
whereby the consultant will provide advice relating to future
acquisitions, marketing and promotional activities, securing
licensees for future Contact Sports product lines, obtaining
debt financing and raising capital. The Company will pay 10% of
the royalties it earns under such license agreements, if any,
arranged by the consultant and will pay a fee to the consultant
for any acquisition completed by Alfa for which the consultant
made an introduction. Contingent upon and in proportion to the
completion of a $3,000,000 private placement of its stock, Alfa
will issue 200,000 shares of its unregistered and restricted
common stock valued at approximately $8,000 to the consultant
and also pay a fee of up to $1,080,000 to the consultant, giving
consideration to Alfa's cash flow from operations. The Agreement
is terminable by either party by giving 30 days notice in
writing.

The Agreement is with an entity whose principals are also the
principals of the company with whom Alfa has a note receivable
(the "Note") for $14,814 at March 31, 2003. The Agreement does
not modify the terms of the Note or the entity's obligations
under the Note. The Note was due on January 15, 2002 and bears
interest at a rate of 9% per annum. The Agreement provides that
should the Company complete the private placement referred to
above, Alfa may deduct the Note balance plus accrued interest
from any compensation due under the Agreement.

The Consultant introduced the Company to a registered broker-
dealer with whom the Company entered into an agreement whereby
the broker-dealer agreed to assist the Company in selling the
Private Placement.

As of March 31, 2003, a total of $11,198 has been applied to the
balance of accrued interest on the Note and a total of $51,811
has been applied to the principal balance of the Note.

NOTE 4 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:

During the second quarter of 2002, the Board of Directors
                            (8)
<PAGE>
authorized the issuance of up to 75,000 shares of Series B
Preferred Stock, par value $0.01, at a price of $40 per share.

Dividends on the Series B Preferred Stock accrue at a rate of
5.0% per annum and are payable upon the "Conversion Date" or
"Redemption Date", whichever is sooner. The Company may, in its
discretion, elect to pay such accrued dividends at an earlier
date. Each Series B share is convertible at the option of the
holder, at any time, at a rate of 40 shares of common stock for
one Series B share. Accrued dividends shall, at the Company's
option, be paid in cash or in shares of common stock valued at
$1.00 per share.

In March 2002,in connection with a private placement, the
Company entered into an agreement with a registered broker
dealer whereby the broker dealer will receive cash compensation
for its services of thirteen percent of the gross amount of
proceeds from a private placement and the parent company of the
broker dealer will receive 250,000 shares of the Company's
common stock.

In May 2002, the Company began a private placement whereby it is
offering up to 150 units at $20,000 per unit, each unit
consisting of 500 shares of Series B Redeemable Convertible
Preferred Stock and 20,000 warrants. Each warrant is valid for
two years from the date of purchase and may be exercised to
purchase one share of common stock at $0.75.

During the first quarter of 2003, the Company sold 32.25 units
for $20,000 per unit representing 16,125 shares of its Series B
Preferred Stock and 645,000 warrants. Net proceeds from the
sales totaled $322,500.

At anytime after twelve months from the date of issue, the
Company may redeem all or any number of the Series B Preferred
Stock then outstanding for $40 per share in cash or in exchange
for common stock at a rate of $1.00 per share.

The Series B Redeemable Convertible Preferred Stock has been
excluded from the computation of diluted earnings per share for
the period ended March 31, 2003 as the conversion would be
antidilutive after adding back preferred stock dividends to net
loss.


                            (9)
<PAGE>
Note 5 -     In January 2003, the Company entered into an
agreement with a consultant, whereby the consultant will provide
the Company with sales, marketing and general business
consulting services. The agreement expires in December 2004 and
requires remuneration of $5,000 per month in 2003 and $10,000
per month in 2004. The consultant has also received 314,660
shares of Common Stock.

ITEM 2 -   Management's Discussion and Analysis of Financial
           Condition and Results of Operations

The balance sheet for the Company at the end of fiscal year
2002 contained herein has been derived from the balance sheet
audited by the Company's independent certified public
accountants which is contained in the Company's annual report on
Form 10-KSB for the fiscal year ended December 31, 2002. All
other financial statements are unaudited.

All of the Company's operations are conducted through its wholly
owned subsidiaries: Contact Sports, Inc. ("Contact") and Ty-
Breakers Corp.("Ty-Breakers"). The Company acquired Contact in
September 2001.

Critical Accounting Policies:
-----------------------------
     Our financial statements have been prepared in accordance
with accounting principles generally accepted in the United
States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the 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. The policies discussed below are
considered by management to be critical to an understanding of
our financial statements because their application places the
most significant demands on management's judgment, with
financial reporting results relying on estimation about the
effect of matters that are inherently uncertain. Specific risks
for these critical accounting policies are described in the
following paragraphs. For all of these policies, management
cautions that future events rarely develop exactly as forecast,
and the best estimates routinely require adjustment.



                            (10)
<PAGE>
     Revenue Recognition. Our revenue recognition policy is
significant because our revenue is a key component of our
results of operations. Revenue is recognized when goods are
shipped to customers from production facilities or outside
warehouses.

     Inventory Reserves.   We have established inventory
reserves to cover losses anticipated from inventory items
becoming either unsalable or salable only at greatly reduced
"close-out" prices due to (i) obsolete inventory acquired at the
time of the acquisition of Contact Sports, or (2) inventory
associated with the discontinued retail business at Ty-Breakers.
Contact's future business plan calls for it to build inventory
primarily against approved purchase orders and to maintain
moderate amounts of risk inventory for fill in orders on fast
moving items. Such risk inventory will be exclusively finished
goods and, if unsold, will generally be liquidated on a close
out basis at the end of each season. We believe our reserves are
adequate.

     Valuation Allowance for Deferred Tax Assets. The carrying
value of deferred tax assets assumes that we will not be able to
generate sufficient future taxable income to realize the
deferred tax assets based on estimates and assumptions.

Contact
-------
Contact is in the business of designing, manufacturing and
marketing a unique line of fashion forward athletic apparel, tee
shirts, sweat suits and outerwear. Alfa is concentrating its
efforts on the development and expansion of Contact's business
and brand.

Contact officially launched its product line during the first
quarter of 2003 with an exclusively sponsored Contact fashion
show and party at a major hotel and nightclub in South Beach,
Florida. Several major recording stars and professional athletes
were in attendance and Contact received favorable press, radio
and television coverage for the event. Other such promotional
events are planned. Immediately thereafter, Contact's management
and independent Florida sales representatives began making sales
calls on retail stores in the south Florida market. The sales
representatives continue to sell the Contact product line to
their existing key accounts in the Florida and Caribbean resort

                            (11)
<PAGE>


market. These sales representatives engaged by Contact are
highly experienced in the apparel field with years of experience
selling to the specialty and department store accounts in the
southeast that Contact has targeted as its potential customers.
This effort continues to date with a particular focus on pre-
selling orders to key independent stores and to larger national
chains and department stores with a retail store presence in
Florida. A few key independent stores will receive initial
deliveries in the third quarter, and  Contact is also taking
orders for Holiday 2003 delivery (fourth quarter) and Spring
2004 delivery (first and second quarter 2004). The current
backlog of orders is approximately $40,000

Contact launched its products into the Florida market because
the product line lends itself to year round purchase and use,
the cost of advertising and ability to gain media attention is
more favorable than other markets such as Los Angeles or New
York, and Florida is the gateway to additional sales in both the
Caribbean and South American markets. Contact will support its
Florida launch with significant advertising and marketing
efforts in the Florida market and thereafter expand its market
penetration to the remainder of the United States. Both the
Caribbean and South American markets follow retail product
fashion trends from leading retail stores in Florida, but
require little, if any, advertising and marketing in their
respective markets.

In order to create demand at the consumer level in the retail
stores carrying Contact's products, Contact has created and
produced radio and television ads, print and billboard
advertisements, along with a marketing and public relations
campaign that will coincide with the rollout of product in the
Florida stores. Three nationally recognized recording and rap
artists - Prodigy from Mobb Deep, Black Rob and Kay Slay; and
four professional basketball players currently in the NBA -
Erick Dampier, starting center for the Golden State Warriors;
Felipe Lopez, point guard for the Minnesota Timberwolves; Tierre
Brown, point guard for the Houston Rockets; and Erick Barkley,
point guard for the San Antonio Spurs - are prominently featured
in this campaign. These artists and athletes participated in the
production of Contact's print, radio, TV, internet and video
advertising campaign and have agreed to act as spokespersons for

                            (12)
<PAGE>

Contact. Through its Florida public relations firm, other
professional athletes not currently under contract with the
Company can be hired on an at-need basis for special events,
including in-store signings, remote radio broadcasts featuring
exclusive Contact tie-ins, or other product promotion and
branding opportunities. Several outdoor billboard advertisements
in the high traffic Miami-Ft. Lauderdale corridor will debut in
the third quarter and are timed to precede initial product
deliveries creating an early buzz around the Contact brand. The
full advertising campaign will be rolled out in the fourth
quarter of 2003 in conjunction with product deliveries to
retailers in the Florida market and this strategy will be
replicated as needed in other markets as they are developed.
The Contact marketing plan is particularly directed at
positioning and establishing a "brand identity" for Contact. The
Company views the use of professional athletes and nationally
known recording artists as "Contact spokespersons" in the print
and video advertising campaign as crucial to this branding
effort. The comprehensive advertising campaign will feature the
Contact spokespersons in video, voice and print - right down to
the product hangtags. The marketing campaign is intended to
establish and reinforce the Contact Sports brand. Commercials
are planned to air on ESPN, ESPN2, BET, MTV and popular local
radio stations.

Contact plans to introduce and sell its full line to retail
stores in Florida, support those sales with advertising and
marketing efforts in Florida and then systematically expand its
sales (and sales force) nationally to retailers across the U.S.
In house employees and sales representatives attend trade shows
and do direct selling to such retail accounts. It is not
presently anticipated that Contact will have undue reliance upon
one or a few major customers, but no assurance of this can be
given at this time.

In March 2003, Contact opened a showroom in New York City at the
Empire State Building. The Company views its New York City
showroom as important to its efforts to reach the buyers at
major retailers throughout the U.S. Attendance at industry trade
shows, street teams, tie-ins with rap artists, fashion
shows, direct mail, print advertising, promotional events and
parties which it sponsors, as well as video presentations for
major customers and a worldwide web presence will supplement
                            (13)

<PAGE>


Contact's marketing efforts. The Company plans to expend a
significant amount of its resources on the marketing effort for
Contact's products and on a "brand awareness" campaign.

The Contact Sports website at www.contactsports.net was
activated in the first quarter of 2003 and contains much of the
film and audio shot for the marketing and public relations
campaign. Consumers and retailers may view Contact's product
line, sample commercials and other marketing materials where the
Company's spokespersons are prominently presented. The same
sample television, radio and print advertisements and other
marketing materials were incorporated into a CD-Rom devised as
an interactive sales tool for use by the sales representatives
to secure orders from retailers.

In January 2003 Contact signed a two-year consulting agreement
(the "Smith Agreement") with Jack A. Smith, the founder and
former chief executive officer of The Sports Authority - the
largest sports speciality retailer in America. Mr. Smith is
providing the Company with a broad array of consulting advice in
the areas of marketing, sales, product positioning and general
management. Mr. Smith was a former president of the National
Sporting Goods Association and has a wide universe of contacts
among sporting goods retailers who are Contact's potential
customers.

In April 2002 Contact signed a four-year consulting agreement
(the "Volkov Agreement") with Olympic gold medal winner and
former starting forward for the NBA's Atlanta Hawks - Alexander
Volkov. Mr. Volkov was the Minister of Sports of Ukraine from
1999 to 2000. He is presently a member of the Board of Directors
of the Northern European Basketball League (NEBL) which he
helped to found, a Vice-President and board member of the
Basketball Federation of Ukraine and a member of the board of
directors of FIBA - Federation Internationale de Basketball, an
independent non-profit association founded in 1932 comprising
208 national basketball federations throughout the world and
which is basketball's governing body. The Volkov Agreement
contemplates Mr. Volkov's involvement in the company's marketing
and sales efforts in the United States, Europe and the states of
the former Soviet Union. Specifically Mr. Volkov will assist the
company in securing the services of active NBA players to

                            (14)
<PAGE>

participate in Contact Sports advertising and marketing
campaigns. He will also assist in the recruitment of local star
players in Europe and Ukraine for Contact's marketing efforts in
those markets. Mr. Volkov has also agreed to assist Contact in
its sales and distribution efforts in Ukraine and Europe through
personal introductions to the relevant sports apparel importers
and marketers in these markets.

Contact's product line consists of several collections of
basketball athletic shorts and jerseys, over forty different
high quality tee shirt designs covering many sports and a three-
season line of sweat suits, jackets and outerwear. The Contact
Sports athletic apparel line will initially emphasize basketball
but eventually will cover virtually all sports where "contact"
is involved. The design philosophy is a fashionable, urban, edgy
look and the fabrics are high quality goods, including cottons,
fleece, micro-fiber, velour and several custom fabrics. A gym to
street theme runs throughout the line.

Contact designs its products in-house but has its apparel
products manufactured and printed by unaffiliated third parties
in the United States and Asia.

Contact has contracted with a major national warehouse
distribution company who will receive and store Contact's
inventory from its overseas vendors, pick, pack and ship orders
to Contact's customers, perform all inventory and billing
functions for Contact on such orders, and interface
electronically with Contact and its customers with respect to
such accounting and shipping functions. Management plans to
focus sharply on the sales and marketing of Contact's products.

Ty-Breakers
-----------
Ty-Breakers markets imprinted promotional products and apparel -
mostly jackets - made from Tyvek and Kensel fabric material to
corporate end users (the "Custom Business"). Tyvek and Kensel
apparel products for Ty-Breakers' Custom Business are
manufactured and sold pursuant to specific purchase orders and
significant inventories are not maintained. These items
generally carry artwork or logos supplied by the clients and are
used as promotional, advertising and marketing items by these
organizations. Occasionally Ty-Breakers will custom manufacture
                            (15)
<PAGE>

Tyvek and/or Kensel apparel for fashion designers who re-sell
such products through their own or others' retail outlets. Ty-
Breakers also sells Tyvek and Kensel jackets directly to
consumers worldwide via its website at www.ty-breakers.com.
These jackets all bear artwork developed by and proprietary to
Ty-Breakers or licensed by Ty-Breakers.

Tyvek is a registered trademark of the Du Pont Company. Kensel
is the trade name used to identify the patented fabric material,
which is the proprietary product of Ty-Breakers. Products made
from either Tyvek or Kensel can be printed with the color and
clarity of a photograph, but Kensel products have a more
substantial "feel" than products made from Tyvek alone.

Ty-Breakers purchases all of its Tyvek requirements directly
from Du Pont in the United States or from Du Pont's Asian agent.
The inability or failure of Du Pont to deliver this material to
Ty-Breakers would have a material adverse effect upon the
operations of Ty-Breakers. To date, Ty-Breakers has not had any
significant problems in obtaining Tyvek from Du Pont or its
agent for its manufacturing needs nor does it anticipate a
shortage in the near future. Ty-Breakers believes it maintains a
good business relationship with Du Pont.

Ty-Breakers has its Tyvek and Kensel apparel products
manufactured and printed by unaffiliated third parties in the
United States and Asia.

Under a Patent License Agreement executed by Ty-Breakers and Du
Pont in December 2000 Ty-Breakers granted Du Pont the exclusive
right to manufacture and sell the Kensel material and Du Pont
agreed to pay royalties to Ty-Breakers on all such sales. During
the first quarter of 2003 DuPont elected to discontinue
manufacturing and selling all Kensel fabrics. Ty-Breakers' final
royalty payments from DuPont were not material.  Du Pont
presently produces all of the Tyvek material. Ty-Breakers
purchases all of its Tyvek requirements directly from Du Pont in
the United States or from Du Pont's Asian agent.

Alfa
----
During 2003 Alfa has continued to concentrate on (1) building
its Contact subsidiary's business and brand awareness, (2) its

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<PAGE>


capital raising activities and (3) the pursuit of a possible
acquisition of Journey of Light (Jersey), Ltd., a corporation
organized under the laws of Jersey, Channel Islands ("JOL").

JOL plans to conduct real estate development related operations
in the country of Qatar. On August 2, 2002, Alfa and JOL entered
into a contract (which was subsequently amended on March 4, 2003
whereby Alfa was granted two separate options with respect to
JOL. Alfa, at its option, may (1) acquire up to 500,000 shares
of JOL's common stock at a price of $1.00 per share (the "Stock
Purchase Option"), or (2) acquire JOL as a wholly owned
subsidiary in a transaction whereby the JOL shareholders would
exchange their JOL shares for shares of Alfa's Common Stock (the
"Acquisition Option"). Any such acquisition of JOL as a wholly
owned subsidiary of Alfa will be subject to the approval of the
Alfa shareholders.

On April 30, 2003, JOL and the Government of Qatar executed a
contract (the "Qatar Contract") contemplating JOL's development
of a 180 acre parcel of land in Doha, Qatar (the Qatar
Project").[SEE: PART II-OTHER INFORMATION; ITEM 6; Exhibits and
Reports on Form 8-K]. The Qatar Contract contemplates JOL
completing a feasibility study by March 31, 2004 for its Qatar
Project, the Government of Qatar approving such feasibility
study and JOL and the Government of Qatar subsequently entering
into a final contract (the "Final Contract"). In order for Alfa
to acquire JOL as a wholly owned subsidiary, Alfa must, within
thirty days after JOL and the government of Qatar sign the Final
Contract, give notice to JOL and the JOL shareholders of its
intention to exercise the Acquisition Option.

Alfa & Contact and Mr. Jack A. Smith, the founder and former
chief-executive of The Sports Authority - one of the nation's
premier sports speciality retailers - entered into a two year
consulting agreement (the "Smith Agreement") effective January
1, 2003 under which Mr. Smith, among other things, agreed to
provide Contact with management, business and marketing
consulting services. Alfa paid Mr. Smith 314,660 restricted
shares of Common Stock for his services and, as long as the
Smith Agreement remains in effect, Contact is obligated to pay
Mr. Smith $5,000 per month for the first 12 months and $10,000
per month for the second 12 months of the Smith Agreement. The

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<PAGE>

Company has recognized a charge for $30,733 for the quarter
ended March 31, 2003 to account for the stock compensation
issued under this agreement.

Alfa and a consultant entered into a consulting agreement
effective March 1, 2002 under which the consultant, among other
things, agreed to provide the Company with management consulting
services, international marketing services, assistance in
raising debt and equity capital, corporate finance advice and
merger and acquisition advice. The consultant introduced the
Company to Mr. Volkov and to Mr. Smith and was instrumental in
negotiating the Volkov Agreement and the Smith Agreement. The
consultant also introduced Alfa to several registered
broker/dealers, one of whom is presently assisting Alfa to
conduct a private placement offering ("Private Placement") of
its securities in the form of units ("Units") of its Preferred
Stock and warrants. Net proceeds from sales of Units, after
payment of broker and consultant fees, will be used to expand
Contact's sales and marketing activities, to exercise options to
purchase a portion of JOL's capital stock and for general
working capital needs at the sole discretion of management.

The Company maintains its corporate offices at The Empire State
Building, 350 Fifth Avenue, Suite 1103, New York, NY  10118 and
its telephone number is 212-563-4141. Warehouse space is leased
by Contact on a month to month basis from an unaffiliated third
party at 111 Port Jersey Boulevard, Jersey City, NJ 07305.


RESULTS OF OPERATIONS:

THREE MONTHS ENDED MARCH 31,2003 vs.
THREE MONTHS ENDED MARCH 31,2002

The Company experienced an decrease in net sales revenue of
$23,338 (91%)for the first quarter of 2003 as compared to the
same period in the previous year. This sales revenue decrease
reflects the Company's shift in emphasis to developing, sourcing
and promoting the Contact product line while at the same time
exiting the Ty-Breakers' business of selling its imprinted
jackets to retail stores (the "Ty-Breakers Retailer Business").
The Contact Sports product line was launched in the first
quarter of 2003. There was no sales revenue at Contact during

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<PAGE>
the first quarter and none is expected during the second quarter
of 2003. Contact and its sales representatives are now taking
orders for delivery in the third and fourth quarter of 2003. The
minimal sales that occurred during the first quarter of 2003
were a result of Ty-Breakers internet sales to consumers (the
"Ty-Breakers Consumer Business") and sales of custom printed
products to end users (the "Ty-Breakers Custom Business").
Royalty income from Ty-Breakers' Patent License Agreement with
DuPont decreased by $586 compared to the same period in the
previous year and, since DuPont has discontinued its sale and
production of Kensel fabric, no further such royalty income will
occur. The cost of sales percentage for the first quarter of
2003 was 4% and the gross profit percentage was 96%. The cost of
sales and gross profit percentages in the first quarter of 2003
are a result of the previous establishment of reserves for slow
moving inventory associated with the Ty-Breakers Consumer &
Retailer Businesses, and while such reserves will continue to
impact Ty-Breakers's gross profits (except in the Ty-Breakers
Custom Business), the Company expects that future sales at Ty-
Breakers Consumer & Retailer Businesses will be minimal and not
material. The Company is relying on Contact for its future sales
growth. The aforementioned percentages are not reflective of
Contact's normal pricing which carries a gross profit percentage
of approximately 50%, except on those end-of-season inventory
items which will be subject to close out price markdowns.
Contact's inventory, moreover, - while expected to increase in
line with sales growth - is not expected to be significant since
inventory will be mostly manufactured and sold pursuant to
specific purchase orders. Significant inventories of unsold
products are not expected to be maintained by Contact. Inventory
increased by $22,671 during the first quarter of 2003 compared
to fiscal year end 2002 due to the need to deliver small
quantity orders to stores in Florida in July, the acquisition of
salesmen's samples and products to be distributed to Contact's
spokespersons.

Selling, general and administrative expenses were comparable to
the first quarter of 2002.

The Company sustained a net loss of $153,614 for the first
quarter of 2003 as compared to a net loss of $145,316 during the
same period in the previous fiscal year. The continued losses
for the Company are attributable to the lack of sales revenue at
Contact which the Company does not expect to be ameliorated

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<PAGE>

until the third and fourth quarter of 2003. Contact will need to
attain significant sales growth in order for the Company to
attain profitability. Management believes that Contact's planned
marketing and promotional expenditures - which are expected to
be significant - will depress earnings in 2003 but that a
profitable level of sales may be attained before the end of
fiscal year 2004 as a result of those marketing efforts. The
proceeds that the Company expects to receive from the Private
Placement during 2003 will be necessary to allow the Company to
implement its marketing plan for Contact.


LIQUIDITY AND CAPITAL RESOURCES:

The Company experienced negative cash flows from operations
during the first quarter of 2003 due primarily to its operating
loss and increases in inventories, prepaid expenses and rent
deposits. At March 31, 2003 the Company had working capital of
$148,908 as compared to working capital of $45,202 at December
31, 2002. This increase of $103,706 is attributable to the
receipt by the Company during the period of proceeds from the
Company's Private Placement.

As of March 31, 2003, the Company had $197,796 in current
liabilities of which $79,101 (40%) represented liabilities for
which the Company was under no urgency to expend cash (i.e.
$12,085 in accounts payable and $27,143 in accrued payroll owed
to Alfa's President; $39,873 in dividends payable which may be
paid with Common Stock valued at $1.00 per share).

The Company will rely upon the business of its Contact Sports
subsidiary for future revenue growth. A comprehensive sales and
marketing plan for Contact has been devised and is presently
being implemented. Management plans to aggressively market

Contact's products to retail stores nationwide. Ty-Breakers will
continue marketing its custom printed Tyvek products into the
premium & incentive market. A comprehensive marketing,
advertising, public relations and promotional campaign is
scheduled to be launched in the second half of 2003 concurrent
with the delivery of Contact's products to various retail stores
in Florida. Contact management and sales representatives began
selling to such retail stores in the first quarter of 2003 and

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<PAGE>


that effort continues to date. The continuation of these efforts
and the ultimate launch and implementation of this campaign is
contingent upon the continued receipt by Alfa of the necessary
proceeds from the Private Placement of its equity securities.
Absent the receipt of such proceeds the launch and
implementation of this marketing and advertising campaign will
have to be scaled down, postponed or cancelled.

Qualified independent sales representatives have been recruited
to sell Contact's products in Florida where it is presently
being launched. The Company plans to expand its sales coverage
to retail stores throughout the United States after it's Florida
launch is successful. Ty-Breakers will continue its ongoing
efforts to pursue the Ty-Breakers' Custom Business where its low
overhead enviornment should produce a break even operation at
minimum.

While no assurances can be given at this time, management
believes that Contact's marketing efforts if combined with
adequate financing from Alfa will successfully increase
Contact's sales revenue and turn the Company profitable in 2003
or the first half of fiscal 2004. In order to achieve the
increased sales levels, Contact has recruited a sales
representative force (in Florida where its product launch is
presently underway)and developed comprehensive sales, marketing,
public relations and promotional campaigns. It will be necessary
for Alfa to successfully complete its ongoing Private Placement
in order for Contact to fully implement these campaigns.


During the first quarter of 2003, the Company sold 16,125 shares
of its Series B Convertible Preferred Stock to private investors
at $40.00 per share and received net proceeds after broker and
consultants fees totaling $322,500.

FORWARD LOOKING STATEMENTS:

Certain statements made in this report on Form 10-QSB are
"forward looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of

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<PAGE>

the Company to be materially different from any future results
implied by such forward-looking statements. Although the Company
believes that the expectations reflected in such forward looking
statements are based upon reasonable assumptions, the Company's
actual results could differ materially from those set forth in
the forward looking statements. Certain factors that might cause
such differences might include:  the success or failure of
Alfa's continuing efforts to secure additional equity capital;
the success or failure of Contact's efforts to employ additional
executive and sales personnel; the success or failure of
Contact's planned sales, marketing, public relations and
promotional campaigns; Contact's success in securing additional
agreements with major professional athletes and recording
artists to act as spokespersons for Contact and appear in its
advertising campaigns; the acceptance in the marketplace of
Contact's product line; the success of Contact's various other
marketing initiatives; the success of JOL's efforts to develop a
suitable feasibility study for its Project in Qatar; Alfa's
possible subsequent acquisition of JOL; the growth of the market
for the Company's products; or the ability of Ty-Breakers to
continue to secure custom orders.

ITEM  3   -    Controls and Procedures

Within the 90 days prior to the date of the filing of this Form
10-QSB, the Company carried out an evaluation under the
supervision and with the participation of management, including
the Company's chief executive and financial officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Securities
Exchange Act of 1934 Rule 13a-14(c) and 15d-14(c). Based upon
that evaluation, our chief executive and financial officer
concluded that the Company's disclosure controls and procedures
are effective in timely alerting him to material information
relating to the Company required to be included in the Company's
periodic SEC filings.

There have been no significant changes in the Company's internal
Controls or other factors which could significantly affect
internal controls subsequent to the date of the evaluation.

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<PAGE>



                    PART II   -   OTHER INFORMATION

ITEM 6.    Exhibits and Reports on Form 8-K

 (a)       Exhibits numbered in accordance with Item 601(a) of
           Regulation S-B

Exhibit                                                 Page
Numbers                Description                     Number
-------                -----------                     ------
3.1              Articles of Incorporation, as amended    *

3.2              By-laws                                  *

99.1             Sarbannes-Oaxley certification           E-1

99.2             Sarbannes-Oaxley certification           E-3
________________________
*          Previously filed as exhibits to the Company's
           Registration Statement on Form S-1 (File No.33-18591)
           filed with the Securities and Exchange Commission and
           incorporated herein by reference thereto.



(b)          Reports on Form 8-K

             Report on Form 8-K dated May 15, 2003



                         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.


DATED: May 20, 2003             ALFA INTERNATIONAL CORP.
                                (Registrant)




                                 By:     /s/  Frank J. Drohan
                                 ----------------------------
                                     Frank J. Drohan
                                     Chief Executive Officer
                                     and Chief Financial Officer

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