<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, 2005
                                ------------------

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)


                      (212) 563-4141
   ----------------------------------------------------
   (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.   [x] Yes   [ ] No

As of May 23, 2005, the registrant had outstanding 11,655,552
shares of Common Stock, par value $.01 per share.

                            (1)
<PAGE>

                 ALFA INTERNATIONAL CORP.
                         INDEX

Forward-Looking Statements

             PART I - FINANCIAL INFORMATION

ITEM 1:     FINANCIAL STATEMENTS

       CONSOLIDATED BALANCE SHEETS:
       MARCH 31, 2005 AND DECEMBER 31, 2004

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:

       THREE MONTHS ENDED MARCH 31, 2005

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004

       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 REPORTS ON FORM 8-K
         SIGNATURES






                            (2)

<PAGE>

Forward-Looking Statements

Some of the information contained in this Report may constitute
forward-looking statements or statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on current expectations and
projections about future events. The words "estimate", "plan",
"intend", "expect", "anticipate" and similar expressions are
intended to identify forward-looking statements which involve,
and are subject to, known and unknown risks, uncertainties and
other factors which could cause the Company's actual results,
financial or operating performance or achievements to differ
from future results, financial or operating performance or
achievements expressed or implied by such forward-looking
statements. Projections and assumptions contained and expressed
herein were reasonably based on information available to the
Company at the time so furnished and as of the date of this
filing. All such projections and assumptions are subject to
significant uncertainties and contingencies, many of which are
beyond the Company's control, and no assurance can be given that
the projections will be realized. Potential investors are
cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release any revisions to
these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence
of unanticipated events.























                            (3)

<PAGE>

<TABLE>
             ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                     March 31,        December 31,
                                        2005              2004
        ASSETS                        ---------       -----------
                                     (Unaudited)           Note 1
<S>                                 <C>               <C>
CURRENT ASSETS:
Cash                                  $      -          $     -
Accounts Receivable                          -            13,449
Inventories, net of reserves:
  Finished goods                         22,472           44,682
Advances to affiliate                                        -
Prepaid expenses and other
  current assets                         17,673            5,494
                                       --------         --------
        Total Current Assets             40,145           63,625
                                       --------         --------
PROPERTY AND EQUIPMENT:
  Office & Computer Equipment            95,803           95,803
  General Plant                          17,799           17,799
  Furniture & Fixtures                   15,951           15,951
  Leasehold Improvements                    866              866
                                       --------         --------
                                        130,419          130,419
  Less:  Accumulated depreciation
    And amortization                    (94,267)         (90,517)
                                       --------         --------
                                         36,152           39,902
                                       --------         --------
OTHER ASSETS:
Other assets                             12,524           12,524
                                       --------         --------

Total Assets                          $  88,821        $ 116,051
                                       --------         --------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $  95,505         $ 76,202
Accrued officer payroll                 100,272           53,180
Due to affiliate                         61,238           52,596
Accrued expenses and other
  current liabilities                   38,330           43,749
Dividends payable                       54,514               14
                                       ---------        --------
        Total Current Liabilities       349,859          225,741
                                       ---------        --------

COMMITMENTS
STOCKHOLDERS' EQUITY:
Undesignated preferred stock:
Authorized - 850,000 shares
Issued and outstanding - none
Series B preferred stock; $.01 par
value. Authorized-150,000 shares
Issued and outstanding:
108,850 shares at March 31, 2005
107,400 shares at December 31, 2004      1,089            1,074
Common stock - $ .01 par value
 Authorized - 15,000,000 shares
 Issued and outstanding;
  11,305,552 shares at
    March 31, 2005
  11,305,552 shares at
    December 31, 2004
                                       113,056           113,056
Capital in excess of par value        8,478,018         8,449,034
Retained earnings (deficit)          (8,853,201)       (8,672,854)
                                     ----------        ----------
Total Stockholders' Deficit         (261,038)        (109,690)
                                  ----------        ---------
  Total Liabilities & Equity        $   88,821        $  116,051
                                      ---------       ----------

<FN>
See accompanying notes to consolidated financial statements.















</FN>
</TABLE>


                            (4)


<PAGE>


<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                       ------------------------------------------
                                     (UNAUDITED)
<CAPTION>
                                      THREE MONTHS ENDED
                                         March 31,
                                      ----------------------
                                          2005          2004
                                          ----          ----
<S>                                 <C>           <C>
REVENUES:
Net sales                             $    2,637    $   16,595
                                       ---------     ----------
                                           2,637        16,595
                                       ---------     ----------
COSTS AND EXPENSES:
Cost of sales                             22,429        13,322
Selling, general and administrative      107,447       291,969
Interest Income                              (31)          (41)
Miscellaneous (income) expense            (1,361)        3,159
                                       ---------     ----------
                                         128,484       308,409
                                       ---------     ----------

NET LOSS                              $ (125,847)   $ (291,814)
                                      ---------     ----------

PREFERRED STOCK DIVIDENDS             $   54,500    $   48,091
                                      ----------    -----------

LOSS APPLICABLE TO
COMMON STOCKHOLDERS                   $ (180,347)   $ (339,905)
                                       ---------    ----------

BASIC & DILUTED LOSS PER
  COMMON SHARE                       $    (.02)   $    (.03)
                                        -------       -------
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                   11,305,552    10,947,728

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                            (5)




<PAGE>
<TABLE>
                         ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              ----------------------------------------------------------
                                  (UNAUDITED)
<CAPTION>
                    Common Stock          Preferred 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,
2004               11,305,552  $ 113,056  107,400  $1,074    $ 8,449,034    $(8,672,854)


Issuance of
preferred stock
for cash,net of
expenses                   -                1,450  $   15         28,984


Preferred Stock Dividends  -          -        -       -          -             (54,500)

Net loss                   -          -        -       -          -            (125,847)
                   ----------    -------- ------- -------    -----------     -----------
Balances At
March 31, 2005     11,305,552  $ 113,056  108,850  $1,089    $ 8,478,018    $(8,853,201)
                   ----------  ---------  -------  ------    -----------     -----------

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                             (6)


<PAGE>
<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                        ----------------------------------------
                                   (UNAUDITED)


<CAPTION>
                                                        Three Months Ended
                                                            March 31,
                                                        ----------------
                                                       2005          2004
                                                       ----          ----
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Loss                                        $ (125,847)   $ (291,814)
  Adjustments to reconcile net loss to net
     cash flows from operating activities:
  Depreciation and amortization                        3,750         5,635
  Inventory reserve                                   33,575      (94,473)
  Stock issued for consulting fees                       -            -
  Changes in operating assets and liabilities:
     Accounts receivable                              13,449        (2,978)
     Inventories                                     (11,366)        97,737
     Prepaid expenses and other current assets       (12,179)      (76,610)
     Accounts payable                                 19,303        (4,888)
     Other assets                                        -            -
     Accrued expenses and other current liabilities   40,673       (73,761)
                                                    ---------     ---------
  Net cash flows from operating activities           (38,642)     (441,152)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Acquisitions of property and equipment                 -         (18,786)
  Repayment from (Advance to) affiliate - net            -         186,607
                                                    ---------     ---------
  Net cash flows from investing activities               -         167,821

CASH FLOWS FROM FINANCING ACTIVITIES:

  Loans from Affiliate                                 8,642           -
  Loans from Officer                                   1,000           -
  Proceeds from issuance of preferred stock           29,000       217,570
                                                      --------     --------
  Net cash flows from financing activities            38,642       217,570

NET CHANGE IN CASH AND EQUIVALENTS                       -         (55,761)
                                                      --------    --------

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                -         191,665
                                                      --------    ---------

CASH AND EQUIVALENTS, END OF PERIOD                  $   -      $  135,904
                                                      --------    ---------

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (refunded)                         $                 200
                                                     ---------   ---------
Interest paid                                            -             -
                                                     ---------   ---------

NON-CASH FINANCING ACTIVITIES:

Preferred stock dividend                              54,500        48,091
                                                    ---------     --------



<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                             (7)



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

NOTE 1 - BASIS OF PRESENTATION

The consolidated balance sheet for Alfa International Corp.
("Alfa") and subsidiaries (collectively, 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 Company's fiscal
year ended December 31, 2004 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 cash
flows for all periods presented, have been made.

The results of operations for the interim periods presented
herein are not necessarily indicative of operating results for
the respective full years. The Company presently has two wholly-
owned subsidiaries through which it conducts all operations. All
inter-company transactions have been eliminated in the
consolidated financial statements presented herein.

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.
The financial statements presented herein 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, 2004.

Principles of Consolidation - The consolidated financial
statements include the accounts of Alfa and its wholly-owned
subsidiaries, Contact Sports, Inc.("Contact Sports") and Ty-
Breakers Corp. ("Ty-Breakers"),collectively referred to as the
"Company". All inter-company transactions have been eliminated
in consolidation.

     Nature of the Business - Alfa is a holding company which
operates through its Contact Sports and Ty-Breakers subsidiaries.
Contact Sports designs, manufactures and distributes athletic
apparel. Ty-Breakers is a manufacturer and distributor of Tyvek
apparel products which are sold primarily in the United States.
All of Ty-Breakers' Tyvek is purchased from one unrelated
supplier, who is the sole producer of Tyvek.

     Financial Instruments - Financial instruments include cash,
accounts receivable, accounts payable and accrued expenses. The
amounts reported for financial instruments are considered to be
reasonable approximations of their fair values, based on market
information available to management.
                            (8)
<PAGE>
     Estimates and Uncertainties - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results, as
determined at a later date, could differ from those estimates.

     Revenue Recognition - The Company follows the guidelines of
SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" (SAB101). Revenue from the sale of
products is recognized upon shipment.

     Concentration of Credit Risk - The Company maintains cash
balances in several financial institutions which are insured by
the Federal Deposit Insurance Corporation up to $100,000 each.
At times, such balances may be in excess of the FDIC insurance
limit.

     Inventories - Inventories are stated at the lower of cost
(first-in, first-out method) or market. Management believes that
the reserves of $50,732 and $17,157 at March 31, 2005 and
December 31, 2004, respectively, are adequate.

     Property and Equipment - Property and equipment are stated
at cost. Depreciation has been computed using a straight-line
method over estimated lives of 5 years.

     Advertising and marketing costs - Advertising, promotional
and marketing/selling costs of approximately $500 and $71,624
for the three months ended March 31, 2005 and March 31, 2004,
respectively, were expensed as incurred.


Stock-Based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, amending
FASB Statement No. 123, Accounting for Stock-Based Compensation."
This statement amends SFAS No. 123 to provide alternative methods
of transition for an entity that voluntarily changes to the fair
value-based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of SFAS
No. 123 to require prominent disclosure about the effects on
operating results of an entity's accounting policy decisions with
respect to stock-based employee compensation. SFAS No. 148 also
amends APB 28, "Interim Financial Reporting" to require
disclosure about those effects in interim financial information.


                            (9)
<PAGE>
Alfa adopted the disclosure provisions for the year ended
December 31, 2002. The following table illustrates the effect on
results of operations if the Company had applied the fair-value-
recognition provisions of SFAS No. 123 for the three-month
periods ended March 31, 2005 and 2004 (unaudited):
<TABLE>
<CAPTION>
                                              3 Mos. Ended
                                        ----------------------
                                           2005        2004
                                        ----------  ----------

<S>                                     <C>         <C>

Net loss applicable to common
 stockholders, as reported              $(180,347)  $(339,905)
Deduct:
Total stock-based Employee
Compensation Determined under
Fair value method for stock
options, net of tax                         5,600       5,000
                                        ----------   ---------
Pro forma loss applicable
   To common stockholders               $(185,947)  $(344,905)
                                        ==========  =========

Basic loss per share, as reported       $  (0.02)   $   (0.03)
                                        =========     ========

Basic loss per share, pro forma         $  (0.02)   $   (0.03)
                                        =========     ========

Diluted loss per share, as reported     $  (0.02)   $   (0.03)
                                        =========     ========

Diluted loss per share, pro forma       $  (0.02)   $   (0.03)
                                        =========     ========
</TABLE>

The Black-Scholes option valuation model was developed for
use in estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective
assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics
significantly different from those of publicly-traded options and
because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employees' stock
options.

                            (10)
<PAGE>
Net Loss Per Share - Basic and diluted loss per share are based
upon the weighted-average number of common shares outstanding
during the period. The computation of diluted earnings per share
does not assume the conversion, exercise or contingent issuance
of securities that would have a dilutive effect on loss per
share.


NOTE 2  - GOING CONCERN AND LIQUIDITY

The Company has incurred significant operating losses and is in a
weak financial position, raising substantial doubt about its
ability to continue as a going concern.  The continued existence
of the Company is dependent upon its ability to procure
additional financing and attain profitable operations.


NOTE 3 - JOURNEY OF LIGHT, INC.

Journey of Light, Inc. ("JOL") is a privately-held company and
was incorporated on October 14, 2003 under the laws of the State
of Delaware. JOL's President and Chief Executive Officer, and
owner of approximately 29% of the common stock of JOL, Mr. Frank
J. Drohan, one of JOL's founding shareholders, is also President
and Chief Executive Officer of Alfa International Corp. Alfa
holds an option, as amended in March 2005, to acquire JOL. (See
Note 5, "Subsequent Event".)

On November 1, 2003, JOL entered into an agreement with Alfa
(the "Alfa-JOL Agreement") which superseded and replaced all
prior agreements. Under the terms of the Alfa-JOL Agreement: (i)
JOL assumed the obligations to Alfa incurred prior to November 1,
2003 by JOL-Jersey, Ltd., a company organized under the laws of
Jersey in the Channel Islands. JOL had financed its operations
principally by means of cash advances from Alfa and its founding
stockholders, and, at December 31, 2003, Alfa had recorded
$397,179 in loans to JOL. During 2004, JOL's liability to Alfa
was paid in full.

Qutopia Project in Qatar

JOL has been negotiating for some time with the State of Qatar to
develop approximately 200 acres of waterfront real estate in
Doha, Qatar with the ownership and operation by JOL of the
business entities developed on the site. Negotiations are ongoing
with the State of Qatar. The originally proposed project has been
amended through current negotiations.

Qutopia Project in Oman

JOL management was approached to propose the Qutopia project to

                            (11)
<PAGE>
the government of the Sultanate of Oman and a formal presentation
of the project was presented in Oman on February 12, 2005. On
March 15, 2005, the Qutopia Project was approved by the
government of Oman. JOL's management (along with its likely
strategic partner) met with the Minister of Tourism and other
government authorities in early April 2005 and conducted final
negotiations with respect to JOL's implementing Qutopia in Oman.
In late April 2005, the Ministry of Tourism sent JOL a draft
memorandum of understanding (the "Draft MOU")and asked for JOL's
comments and revisions.

The government's Draft MOU memorializes its agreement to (a)
implement the project at the earliest time possible, and (b)
provide about 204 acres (826,302 square meters) of beachfront
land for the project in return for the government being an equity
participant in the Qutopia project.

As of the date hereof, JOL has drafted its comments, suggestions
and revisions of the Draft MOU and forwarded them to its likely
strategic partner for review. The Minister of Tourism and JOL
have agreed that JOL management will return to Oman in early June
2005 for the purpose of finalizing the MOU.

The implementation of Qutopia in Oman precludes an identical such
project in nearby Qatar but is not expected to have an effect on
JOL's contractual agreement with the State of Qatar - where
negotiations to resolve Qatar's contractual obligations to JOL
are ongoing.

Acquisition of Journey of Light, Inc. by Alfa International Corp.
----------------------------------------------------------------

In late March 2005, management of Alfa and of JOL reached an
agreement in principle to modify the terms of the letter
agreement between them dated November 1, 2003  (the "November
Agreement") whereby, in essential part, Alfa was granted an
option to acquire 100% of JOL in exchange for such number of
shares of the common stock of Alfa as would equal 90% of the
total issued and outstanding shares of Alfa following such
acquisition. The November Agreement required Alfa to exercise its
option within the ninety business days following the signing of a
formal contract between JOL and the Government of Qatar.  Based
upon the delays encountered by JOL with respect to the Qatar
Project and the progress made towards development of an almost
identical project with the Sultanate of Oman discussed above, JOL
agreed to modify the option to provide, in relevant part, that
Alfa will acquire 100% of the issued and outstanding shares of
the capital stock of JOL in exchange for a number of shares of
Alfa's common stock, which would equal, on a fully-diluted basis,
approximately 50% of the issued and outstanding shares of common
stock of Alfa immediately following

                            (12)
<PAGE>
such acquisition. Management of Alfa has agreed to acquire JOL as
a wholly owned subsidiary, subject to the execution of the formal
acquisition agreement ("Agreement") specifying certain conditions
precedent to the acquisition of JOL by Alfa, including, among
other matters, the execution of a memorandum of understanding
agreement between JOL, or a joint-venture company of which JOL is
a member, or a third party company with which JOL has a
contractual profit-sharing agreement (collectively, the
"Contracting Party") and the government of the Sultanate of Oman
with respect to the Qutopia Project, and approval of such
Agreement by the Boards of Directors and a majority of the
shareholders of Alfa and of JOL. As of the date of this report,
the final Agreement has been prepared and is presently being
reviewed by the Boards of Directors and a majority of the
shareholders of each of Alfa and JOL and such Agreement is
expected to be signed by all parties shortly.


NOTE 4 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:

In October 2003, the Board of Directors authorized an increase to
150,000 in the number of shares of the Company's preferred stock
designated as Series B Preferred Stock.

During the three months ended March 31, 2005, the Company sold
1,450 shares of its Series B Preferred Stock and 58,000 warrants.
Net proceeds from sales of the Company's Series B Preferred Stock
totaled $29,000 during the three months ended March 31, 2005.

The Series B Redeemable Convertible Preferred Stock has been
excluded from the computation of diluted earnings per share for
the period ended March 31, 2005, as the conversion would be anti-
dilutive after adding back preferred stock dividends to net loss.

As of the date hereof, Alfa has 4,354,000 warrants outstanding at
an exercise price of $0.75 per share of Common Stock. On October
5, 2004, the Company extended the expiration date to September
30, 2006 for all such warrants then outstanding.


Note 5 - SUBSEQUENT EVENT


In late March 2005, management of Alfa and of JOL reached an
agreement in principle to modify the terms of the letter
agreement between them dated November 1, 2003  (the "November
Agreement") whereby, in essential part, Alfa was granted an
option to acquire 100% of JOL in exchange for such number of
shares of the common stock of Alfa as would equal 90% of the
total issued and outstanding shares of Alfa following such
acquisition. The November Agreement required Alfa to

                            (13)
<PAGE>
exercise its option within the ninety business days following the
signing of a formal contract between JOL and the Government of
Qatar.  Based upon the delays encountered by JOL with respect to
the Qatar Project and the progress made towards development of an
almost identical project with the Sultanate of Oman discussed
above, JOL agreed to modify the option to provide, in relevant
part, that Alfa will acquire 100% of the issued and outstanding
shares of the capital stock of JOL in exchange for a number of
shares of Alfa's common stock, which would equal, on a fully-
diluted basis, approximately 50% of the issued and outstanding
shares of common stock of Alfa immediately following such
acquisition. Management of Alfa has agreed to acquire JOL as a
wholly owned subsidiary, subject to the execution of the formal
acquisition agreement ("Agreement") specifying certain conditions
precedent to the acquisition of JOL by Alfa, including, among
other matters, the execution of a memorandum of understanding
agreement between JOL, or a joint-venture company of which JOL is
a member, or a third party company with which JOL has a
contractual profit-sharing agreement (collectively, the
"Contracting Party") and the government of the Sultanate of Oman
with respect to the Qutopia Project, and approval of such
Agreement by the Boards of Directors and a majority of the
shareholders of Alfa and of JOL. As of the date of this report,
the final Agreement has been prepared and is presently being
reviewed by the Boards of Directors and a majority of the
shareholders of each of Alfa and JOL and such Agreement is
expected to be signed by all parties shortly.



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

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


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


                            (14)
<PAGE>
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.

     Revenue Recognition. Revenue is recognized when goods are
shipped to customers from production facilities, the Company's
warehouse or outside warehouses. Goods shipped to customers on a
"consignment" or "guaranteed sale" basis are not booked as
revenue until payment for sale of such goods to third parties is
received by the Company.

     Inventory Reserves.   Inventory reserves have been
established to cover losses anticipated from inventory items
having become either non-saleable or saleable only at greatly
reduced "close-out" prices due to (i) obsolete inventory acquired
at the time of the acquisition of Contact Sports, and (2)
inventory associated with the discontinued retail business at Ty-
Breakers, and (3) inventory carried by Contact Sports and
manufactured subsequent to acquisition, which goods are deemed to
have no commercial sales value. 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. Management believes its inventory reserves are adequate.

Such Inventory reserve was increased by $33,575 at March 31, 2005
to account for slow selling items which Contact has on
consignment with a retail store.

Contact Sports
--------------

Contact is in the business of designing manufacturing and
marketing a unique line of fashion forward athletic and lifestyle
apparel. Several collections of basketball athletic shorts and
jerseys have been designed and manufactured in addition to a
collection of fashion-right quality T-Shirt designs covering a
variety of sports.  Also included are a fashionable assortment of
sweat suits, jackets and outerwear along with caps and
accessories. The entire line is moderately priced with high-
perceived value for distribution to national chains, department
stores and specialty retailers. The design philosophy is a
fashionable, edgy look, and the fabrics are high-quality goods,
including cottons, micro fiber, velour and several custom
fabrics, including moisture management performance fabrics. A
gym-to-street theme runs throughout the line. Management is
                            (15)
<PAGE>
concentrating its efforts on the development and expansion of
Contact's business and brand.

Contact markets its products through industry trade shows,
advertising, 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. The Company continues to devote a significant
amount of its resources to Contact's sales and marketing efforts
and to establishing and cultivating strategic partnerships with
regional and national department store and athletic store chains.
The Company is attentive to closing sales with its high
probability customers, with a particular emphasis on the athletic
retailers, department and specialty stores.

As resources permit, Contact continues to support its product
line with advertising and marketing efforts targeted to the
markets where the retail stores carrying Contact's products are
located and Contact intends, as resources permit, to expand such
advertising and marketing efforts on a regional and national
basis in line with sales penetration. Contact has created and
produced a variety of radio and television ads and print and
billboard advertisements as well as a marketing and public
relations campaign aimed at creating demand at the consumer
level. The foregoing is planned to be targeted to the
geographical areas where Contact receives orders from retail
stores.

Subject to the availability of the financial resources,
additional advertising is planned for the second and third
quarters of 2005 in conjunction with Contact's product deliveries
to retailers. 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 very important to
this branding effort, and the advertising campaign will feature
such Contact spokespersons in video, voice and print. The
marketing campaign is intended to establish and reinforce the
Contact sports brand. Subject to the availability of the
financial resources, commercials are planned to air - in
conjunction with product deliveries to retail stores - on ESPN,
ESPN2, BET, MTV and popular radio stations.

The Contact marketing plan is particularly directed at
establishing a "brand identity" for Contact, and, in this regard,
the Company has contracted with four professional athletes and
three nationally-known recording artists to appear in Contact's
print and video advertising campaign and to participate in
Contact's marketing campaigns. These athletes and artists
participated in the production of Contact's print, radio, T.V.,

                            (16)
<PAGE>

Internet and video advertising campaign. This advertising and
marketing campaign is intended to establish and reinforce the
Contact Sports brand and to support sales at the consumer level
in the retail stores carrying Contact's products. The artists and
athletes were under contract with Contact Sports through the end
of the first quarter of 2004. These athletes and artists have
indicated their willingness to continue to work with Contact in
its marketing campaigns beyond the expiration dates of their
respective original contracts. The Company is actively pursuing
negotiations with the athletes and artists to extend the terms of
those agreements, but no assurances can be made at this time that
the Company will be successful extending such agreements or in
signing new agreements with those individuals.

Contact's Vice President of Sales has over twenty-five years of
experience selling to the specialty and department store accounts
who are Contact's target customers. He, along with Jack Smith
(See: "Consultants") has been using his influence and
relationships at the national and multi-store regional chains
that Contact has targeted as its potential customers. Management
believes that these chains will generate the greatest growth for
the Company and sales to such customers will facilitate selling
the smaller independently owned retail stores. Contact plans to
hire sales representatives to sell these small independent
stores.

To assist in selling all retailers, Contact, in March 2004,
entered into an Agreement with a company specializing in
factoring receivables. This Agreement encompasses all sales
made by Contact that Contact, in its sole discretion, chooses to
assign to the factor. The Agreement currently remains in effect.
Contact is currently negotiating with the same company to add a
borrowing provision against receivables to its agreement and with
another company to provide Contact with purchase-order financing
facilities. There can be no assurance that either such agreements
will be concluded between Contact and its factor or between
Contact and the purchase-order financing company on mutually
satisfactory terms, or at all.

In-house employees attend trade shows and do direct selling to
retail accounts. During 2004 the Company participated in both
MAGIC Shows held in Las Vegas.  The MAGIC show is the premier -
twice a year - trade show for the fashion and athletic apparel
businesses and is attended annually by thousands of retailers
from across the United States and foreign countries. Contact's
attendance resulted in follow up meetings with buyers at several
national sporting goods and department store retailers. Subject
to the availability of the financial resources, Contact plans to
exhibit at the larger of the two yearly MAGIC shows in the third
quarter of 2005 and plans to showcase its athletic fashion as

                            (17)
<PAGE>

well as its urban street wear items. The Company plans to
continue to put a major emphasis on: (i) developing the Contact
line and brand-name recognition through its advertising and
marketing efforts; (ii) further sales penetration of its Contact
Sports line into the national and regional specialty sports
retail stores and department stores; (iii) supporting Contact's
sales efforts with advertising and marketing efforts including
customer-specific advertising and marketing programs to drive
traffic to the stores carrying Contact's products.

In house Contact personnel continue to call on retailers to
solicit orders for Contact's products.  Contact's current backlog
is $195,000.

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 Contact's marketing
materials. 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
Contact. Discussions are presently being held with other such
athletes and recording artists. Several national print
advertisements have been run featuring the athletes and artists
in targeted magazines. Additional national print and outdoor
advertising are planned, subject to the availability of the
financial resources,  for the balance of 2005 in conjunction with
product deliveries to retailers.

Contact maintains 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., many of whom often visit New York for
various "market weeks". Contact has made presentations at its
showroom to a variety of retailers, including several major
retailers.

The Contact Sports website at www.contactsports.net 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 portrayed. 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 Contact and its sales
representatives to secure orders from retailers.


                            (18)
<PAGE>

Contact has developed a "private label" product line consisting
initially of outerwear under the Ty-Breakers label (which is
owned by Alfa) for sale to mid-tier mass-market retailers. The
company intends to utilize its established overseas manufacturing
resources to create less expensive products and sell them under
the Ty-Breakers label, and in select cases under stores own brand
labels, to retail stores where such private label sales represent
a substantial percentage of all products sold. Contact created
this secondary revenue stream in a manner that will not interfere
with or damage the Contact brand. To date Contact has received
several such private label orders and all such product sold will
be manufactured pursuant to specific purchase orders and no
unsold inventories will be maintained.

Contact's two-year consulting agreement (the "Smith Agreement")
with Jack A. Smith, founder and former chief executive officer of
The Sports Authority expired in January 2005. Mr. Smith provided
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. Mr. Smith
has made several key appointments for Contact with various large
retailers and Contact maintains a good relationship with Mr.
Smith and is contemplating a new agreement with him. Contact may
also call on Mr. Smith in the near future on a project specific
basis for a yet-to-be determined consulting fee.

Contact has a contractual arrangement with a major national
warehouse distribution company (the "WD"). The WD receives and
stores Contact's inventory from its overseas vendors, picks,
packs and ships orders to Contact's customers and performs all
inventory management functions. In addition, the WD has the
capability to interface electronically with Contact and its
customers with respect to accounting and shipping functions.

Contact designs its products in-house but has its apparel
products manufactured according to its specifications by
unaffiliated third parties in the United States and Asia and
management believes that Contact's products are of comparable or
better quality than similar athletic products offered at the same
price points by other manufacturers.

Contact has developed vendor relationships with several offshore
garment manufacturers in China, Pakistan, Korea, Vietnam and the
United Arab Emirates. As a direct result of these efforts,
Contact has realized substantially decreased production costs,
consistent quality and much greater competitiveness for its
products than it had theretofore achieved. Contact will rely on
these sub-contractors for the manufacturing and production of

                            (19)
<PAGE>

various apparel products - both for its "branded" Contact Sports
line and for its "private-label" business.


TY-BREAKERS
-----------

Ty-Breakers markets custom-printed Tyvek and Kensel apparel as
promotional products (the "Custom Business"). Customers who have
purchased custom Tyvek and Kensel apparel include brewers, food
distributors, automotive companies, hotels & resorts and other
major corporations as well as athletic associations, sponsors of
sporting and special events and fashion designers. The custom-
printed apparel is used as promotional, advertising and marketing
items by these organizations. Ty-Breakers' Tyvek jacket has
become its primary product for corporate identity, advertising
and promotion purposes. Other custom Tyvek products include hats,
bags, aprons and banners. In the Custom Business, Ty-Breakers
markets its products primarily through advertising, its web site
and referrals from Du Pont and the Advertising Specialty
Institute. Ty-Breakers is one of only three companies recommended
by Du Pont, when potential customers call Du Pont seeking Tyvek
apparel.

Tyvek, a synthetic material produced by Du Pont, is made of 100%
polyethylene and is exceptionally strong, water-resistant,
windproof and printable. Kensel, made by laminating a poly-cotton
or other material to Tyvek, is the trade name used to identify
Ty-Breakers' proprietary patented fabric material. Apparel
products made from Kensel have a more substantial "feel" than
products made from Tyvek. Du Pont has recommended Ty-Breakers
several times to potential customers as the source for Kensel.
During the first quarter of 2005, Du Pont placed a $87,000 order
with Ty-Breakers for custom Kensel jackets. Du Pont presently
produces all of the Tyvek material.

Sales of custom Tyvek and Kensel apparel are not made through any
long-term contracts and tend to be cyclical. Ty-Breakers has
received several repeat orders from its promotional customers,
but, because of the nature of the business, custom promotional
sales tend not to be repeat orders.

Ty-Breakers will continue to rely primarily on sub-contractors in
Hong Kong and China for the production requirements for its Ty-
Breakers apparel.






                            (20)
<PAGE>

ALFA
----

Alfa continues to concentrate on (1) building its Contact
subsidiary's business and brand awareness, (2) its capital
raising activities and (3) closing the acquisition of Journey of
Light, Inc., a Delaware corporation ("JOL").


JOURNEY OF LIGHT, INC.
---------------------

Journey of Light, Inc. ("JOL") is a privately-held company and
was incorporated on October 14, 2003 under the laws of the State
of Delaware. JOL's President and Chief Executive Officer, and
owner of approximately 29% of the common stock of JOL, Mr. Frank
J. Drohan, one of JOL's founding shareholders, is also President
and Chief Executive Officer of Alfa International Corp. Alfa
holds an option to acquire JOL and as of the date of this Report
the Boards of Directors and a majority of the shareholders of
Alfa and JOL are considering the approval of a definitive
agreement whereby Alfa would acquire JOL as a wholly owned
subsidiary. (See Note 5, "Subsequent Event".)

Qutopia Project in Qatar

JOL has been negotiating for some time with the State of Qatar to
develop approximately 200 acres of waterfront real estate in
Doha, Qatar with the ownership and operation by JOL of the
business entities developed on the site. This real estate
development project, known as Qutopia, originally included a
theme park, hotels, office towers, retail facilities and
residential villas and apartments. The Qutopia project at Qatar
was delayed by the State of Qatar and negotiations are ongoing
between the State of Qatar and JOL. The Government of Qatar has
changed its objectives and no longer wishes to develop the
originally proposed Qutopia project. Negotiations are ongoing
between the State of Qatar and JOL with respect to resolving and
settling Qatar's contractual obligations to JOL. The talks have,
among other things, included discussion of an alternative project
in Qatar and management of JOL believes that the resulting
project, while different from Qutopia, will result in a more
profitable project for JOL in Qatar. However, no assurance of the
foregoing - nor of the ultimate outcome of these ongoing
negotiations - can be given at this time.

Qutopia Project in Oman

JOL management was approached to propose the Qutopia project to
the government of the Sultanate of Oman. On February 12, 2005 JOL

                            (21)
<PAGE>

and representatives of a major European based construction and
development company that is active in the Middle-East and has
annual revenues in excess of $ 1 billion (the "Proposed J-V
Partner") made a formal presentation of the project in Oman. On
March 15, 2005, JOL received the written approval of the Qutopia
Project from the government of Oman. JOL's management and senior
executives of the Proposed J-V Partner met with the Minister of
Tourism ("MOT") and other government authorities in early April
2005 and conducted final negotiations with respect to JOL's
implementing Qutopia in Oman. JOL is presently negotiating the
formation of a joint-venture company (J-V) with the Proposed J-V
Partner for the purpose of executing the Qutopia Project in Oman.
In late April 2005, the MOT sent JOL a draft memorandum of
understanding (the "Draft MOU")and asked for JOL's comments and
revisions.

The MOT's Draft MOU memorializes its agreement to (a) implement
the project as soon as possible, and (b) provide approximately
204 acres (826,302 square meters) of beachfront land for the
project in return for the MOT being an equity participant in the
company ("Newco") that executes and owns the Qutopia project, and
(c) contemplates the early signing of a Development Agreement
with Newco.

As of the date hereof, it is anticipated that Newco will be a
subsidiary of the J-V and JOL has drafted its comments,
suggestions and revisions of the Draft MOU and forwarded them to
its Proposed J-V Partner for review. The MOT and JOL have agreed
that JOL management will return to Oman in early June 2005 for
the purpose of finalizing the MOU. Notwithstanding the foregoing,
intense and complicated negotiations are presently underway with
respect to the J-V agreement and with respect to the finalization
of the MOU and no assurances can be given at this time that such
ongoing negotiations will ultimately be concluded as indicated
herein, or will ultimately be satisfactorily concluded, or will
ultimately be concluded at all.

The Qutopia project at Oman is planned to be an integration of
cultural, educational and entertainment activities including:
hotels, restaurants, commercial & retail businesses and office
space, a theme park with exhibitions,  and approximately 1,900
residences for sale. It is presently planned that all the
business enterprises will be owned and operated or leased to
others by a local Omani subsidiary of the J-V, and the
residential housing will be designed, built and sold by the J-V
or its local Omani subsidiary.

Qutopia's development and construction costs are presently
estimated at $1.048 billion.  The 1,900 residential units (the
exact number of residences being subject to final site study &

                            (22)
<PAGE>

master planning by JOL)account for approximately $700 million of
that budgeted cost. The balance of approximately $350 million of
the budgeted construction costs will be utilized to build various
hotel, retail, shopping and rental property businesses to be
owned and operated by the J-V or its local Omani subsidiary. It
is presently estimated that the residential units will be sold
for approximately  $1.2 billion, based upon current market
conditions for similar residences. The foregoing estimates were
originally conceived for nearby Qatar and are believed by JOL
management to reflect the market facts in Oman as well - but are
subject to refinement based on JOL's detailed market study of the
Oman market specifically.

Qutopia will be located on land provided by the Sultan of Oman in
the Seeb area which is nearby the Muscat International Airport
and adjacent to the largest ongoing government-sponsored tourist
development in the country - The Wave Project.

The implementation of Qutopia in Oman precludes an identical such
project in nearby Qatar but is not expected to have an effect on
JOL's contractual agreement with the State of Qatar - where
negotiations to resolve Qatar's contractual obligations to JOL
are ongoing.


Acquisition of Journey of Light, Inc. by Alfa International Corp.
----------------------------------------------------------------

In late March 2005, management of Alfa and of JOL reached an
agreement in principle to modify the terms of the letter
agreement between them dated November 1, 2003  (the "November
Agreement") whereby, in essential part, Alfa was granted an
option to acquire 100% of JOL in exchange for such number of
shares of the common stock of Alfa as would equal 90% of the
total issued and outstanding shares of Alfa following such
acquisition. The November Agreement required Alfa to exercise its
option within the ninety business days following the signing of a
formal contract between JOL and the Government of Qatar. Based
upon the delays encountered by JOL with respect to the Qatar
Project and the progress made towards development of an almost
identical project with the Sultanate of Oman discussed above, JOL
agreed to modify the option to provide, in relevant part, that
Alfa will acquire 100% of the issued and outstanding shares of
the capital stock of JOL in exchange for a number of shares of
Alfa's common stock, which would equal, on a fully-diluted basis,
approximately 50% of the issued and outstanding shares of common
stock of Alfa immediately following such acquisition. Management
of Alfa has agreed to acquire JOL as a wholly owned subsidiary,
subject to the execution of the formal acquisition agreement
("Acquisition Agreement") specifying certain conditions precedent

                            (23)
<PAGE>
to the acquisition of JOL by Alfa, including, among other
matters, the execution of a memorandum of understanding agreement
between JOL, or a joint-venture company of which JOL is a member,
or a third party company with which JOL has a contractual profit-
sharing agreement (collectively, the "Contracting Party") and the
government of the Sultanate of Oman with respect to the Qutopia
Project, and approval of such Acquisition Agreement by the Boards
of Directors and a majority of the shareholders of Alfa and of
JOL. As of the date of this report, the final Acquisition
Agreement has been prepared and is presently being reviewed by
the Boards of Directors and a majority of the shareholders of
each of Alfa and JOL and such Agreement is expected to be signed
by all parties shortly.


CONSULTING AGREEMENTS
---------------------
A. Consulting Agreement:

Effective December 20, 2004 the Company entered into a two-year
consulting agreement whereby the consultant would assist the
Company in its capital raising activities, financial public
relations activities and provide advice relating to (i) future
acquisitions and their structure and (ii) the Company's marketing
and promotional activities. The Company would pay a fee to the
consultant for any acquisition (other than JOL) for which the
consultant made an introduction and which was completed by Alfa
during the term of the consulting agreement. Pursuant to the
agreement Alfa issued 100,000 shares of its unregistered and
restricted Common Stock to the consultant.

B. Consulting Agreement:

The Company entered into a two-year consulting agreement
effective June 1, 2004 whereby the consultant would assist the
Company in its capital raising activities, financial public
relations activities and provide advice relating to (i) future
acquisitions and their structure and (ii) the Company's marketing
and promotional activities. This consulting agreement was
terminated by the Company on April 1, 2005.

C. Consulting Agreement:

Alfa and Contact and Mr. Jack Smith, the founder and former chief
executive of The Sports Authority entered into a two-year
consulting agreement effective January 1, 2003 under which Mr.
Smith, among other things, provided Contact with management,
business and marketing consulting services. Alfa paid Mr. Smith
$5,000 per month plus 364,688 restricted shares of common stock
for his services.


                            (24)
<PAGE>

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 31,2005 vs.
THREE MONTHS ENDED MARCH 31,2004

Revenue in the first quarter of 200 was $2,637, a decrease of
$13,958 as compared to the same period in the previous year. The
decrease was primarily attributable to a decrease in sales at Ty-
Breakers and a lack of any substantial sales at Contact. The
$282,000 sales order backlog at Contact and Ty-Breakers as of
March 31, 2005 is still the backlog as of the date hereof. A
portion of this backlog will ship in the second quarter but the
majority will not ship or be recorded as sales revenue until the
third quarter of 2005. The cost of sales percentage for the first
quarter of 2005 was adversely affected by a $33,575 charge to
increase the inventory reserve at Contact to account for
anticipated mark-downs of slow moving inventory items. Contact's
normal pricing carries a gross profit percentage of approximately
50%, but this margin will only be achieved when Contact starts
filling customers' orders on a regular basis. Much of Contact's
sales to date were sold at special promotional pricing or on a
consignment basis in order to get retail exposure for the Contact
product line. Contact's inventory, while expected to increase in
line with sales growth, is not expected to be significant since
inventory will be manufactured and sold pursuant to specific
purchase orders. Significant inventories of unsold products are
not expected to be maintained by Contact.

Selling, general and administrative expenses were $107,447 during
the first quarter of 2005, compared to $291,969 in the first
quarter of 2004. This decrease of $184,522 (63%) was attributable
to the Company's efforts to drastically reduce costs to conserve
cash and is primarily attributable to reductions in salaries and
professional fees and to a lesser extent to reductions in trade
show expenses, advertising & promotional costs. It will be
necessary for Contact to increase its marketing, promotional and
trade show expenditures in order to be effective in marketing
Contact's product line.

The Company experienced a net operating loss of $125,847 during
the first quarter of 2005 as compared to a net operating loss of
$291,814 during the same period in the previous fiscal year. This

                            (25)
<PAGE>

$165,967 (57%) decrease in the Company's loss is attributable to
the above-mentioned decreases in operating costs. The Company is
experiencing continued losses due to its insufficient level of
sales.

The Company will need to further increase sales in order to
attain profitability. Management believes that Contact's ongoing
sales efforts will increase its order backlog and result in sales
revenue in future periods. The nature of Contact's business
involves taking orders for future delivery - sometimes as much as
six months in advance. This allows Contact to avoid to a great
extent speculating on risk inventory. Greater marketing,
promotional, advertising and trade show expenditures will need to
be undertaken to continue and increase Contact's order taking
process. While these expenditures will depress earnings in the
short run they are critical to Contact's long term objective of
establishing the Contact Sports brand. However, there can be no
assurance that sufficient financial resources will be available
to Contact to undertake these marketing, promotional, advertising
and trade show expenditures.


LIQUIDITY AND CAPITAL RESOURCES:

The Company has experienced negative cash flows during the past
four fiscal years. The Company incurred net losses of $1,020,624,
$706,801 and $789,511 in fiscal 2004, 2003 and 2002,respectively.
The Company's net loss for the three months ended March 31, 2005
was $125,847. During the three months ended March 31, 2004, the
Company had no net change in its cash and equivalents - i.e.
neither a negative nor a positive cash flow. The funds used by
operating activities were equal to the proceeds from the sale of
its preferred stock plus the proceeds of loans from an officer
and from JOL. During the three months ended March 31, 2004, the
Company had a negative cash flow of $55,761. At March 31, 2005,
the Company had a working capital deficit of $309,714, compared
to working capital of $162,116 at December 31, 2004. The $147,598
reduction in working capital was primarily attributable to
increases in accounts payable ($19,303); accrued payroll
($42,908);due to JOL ($8,642);and dividends payable ($54,500). Of
the approximate $350,000 of current liabilities at March 31,
2005, approximately $50,000 of the accounts payable balance has
been paid as of the date hereof and approximately $216,000
represent amounts which are either (i) due to officers or
affiliates or (ii) may be paid in common stock in lieu of cash.

The $38,642 of funds used by operating activities in the first
quarter of fiscal 2005 resulted primarily from the net loss of
$125,847 and increases in inventory, inventory reserves, prepaid
expenses, accounts payable and accrued liabilities.

                            (26)
<PAGE>

No funds were provided by investing activities in the first
quarter of fiscal 2005.

Funds totaling $38,642 were provided by financing activities
during the first quarter of fiscal 2005, from net proceeds
realized from the sale of preferred stock and loans from an
officer and from an affiliate.

As a result of the foregoing, the Company had no cash balance at
March 31, 2005 as was the case at December 31, 2004.

Between March 31, 2005 and the date hereof, the Company has
received $100,000 from an investor in its common stock and has
received cash deposits on orders pending at Ty-Breakers. The
Company will rely principally upon the business of its Contact
Sports subsidiary for revenue growth. The continuation of
Contact's marketing efforts is contingent upon the continued
receipt by Alfa of the necessary financing to fund Contact's
marketing plan.

Without the receipt of additional funding, and without the
Company's ability to substantially increase sales in its Contact
Sports subsidiary, the launch and implementation of its marketing
and advertising campaign will have to be scaled down, postponed
or cancelled, any of which events would significantly affect its
ability to continue operations.

The Company has to a great extent relied on the net proceeds from
private placements of its equity securities to fund its
operations. As of March 31, 2005, the Company has sold 108,850
shares of its Series B Preferred Stock and 4,354,000 warrants,
each warrant exercisable for the purchase of one share of Common
Stock at a purchase price of $0.75. As discussed above, subject
to Alfa's ability to obtain the necessary funding to finance
operations and Contact's marketing plan, management believes that
Contact is positioned to significantly increase its sales.
However, the Company can give no assurance that Contact will
attain profitable operations.

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

                            (27)
<PAGE>

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.


                    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
-------                -----------                     ------

99.1             Sarbannes-Oxley certification           E-1

99.2             Sarbannes-Oxley certification           E-3



























                            (28)
<PAGE>

                     CERTIFICATION PURSUANT TO
           SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Frank J. Drohan, certify that:

1. I have reviewed this quarterly report for the period ended
March 31, 2005 on Form 10-QSB of Alfa International Corp.;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly, fairly present
in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the
periods presented in this quarterly report;

4.  I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the Registrant and I have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared; and

b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.

5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's
board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and


                            (29)
<PAGE>
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls.

6. I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: May 23, 2005

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

The originally executed copy of this Certification will be
maintained at the Company's offices and will be made available
for inspection upon request.

CERTIFICATION PURSUANT TO:

                       18 U.S.C. SECTION 1350
                       AS ADOPTED PURSUANT TO
            SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alfa International
Corp. on Form 10-QSB for the period ending March 31, 2005 (the
"Report"), as filed with the Securities and Exchange Commission
on the date hereof, the undersigned certifies, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

        (2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
result of operations of Alfa International Corp.

/s/Frank J. Drohan
------------------
Frank J. Drohan
Chief Executive & Financial Officer

May 23, 2005

The originally executed copy of this Certification will be
maintained at the Company's offices and will be made available
for inspection upon request.
                            (30)
<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.


DATED: May 23, 2005          ALFA INTERNATIONAL CORP.
                                  (Registrant)


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





                            (31)