<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: June 30, 2006
                               ---------------

Commission File Number: 0-17264
                        -------

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



           Delaware                         20-2876380
---------------------------------      ---------------------
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 August 17, 2006, the registrant had outstanding 29,840,022
shares of Common Stock, par value $.001 per share.




                            (1)
<PAGE>

            ALFA INTERNATIONAL HOLDINGS CORP.
                         INDEX

FORWARD-LOOKING STATEMENTS

             PART I - FINANCIAL INFORMATION

ITEM 1:     FINANCIAL STATEMENTS

       CONSOLIDATED BALANCE SHEETS:
       JUNE 30, 2006 AND DECEMBER 31, 2005

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005
       SIX MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005


       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:
       SIX MONTHS ENDED JUNE 30, 2006

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       SIX MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005

       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 HOLDINGS CORP. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                      June 30,       December 31,
                                        2006              2005
        ASSETS                        ---------       -----------
                                     (Unaudited)         Note 1
<S>                                 <C>               <C>
CURRENT ASSETS:
Cash                                  $  52,772         $ 41,566
Accounts receivable                       1,361            2,630
Inventories                              90,786            1,420
Prepaid expenses and other
  current assets                          9,186           20,502
                                       --------         --------
        Total Current Assets            154,105           66,118
                                       --------         --------
PROPERTY AND EQUIPMENT:
  Office & Computer Equipment           104,292          100,398
  General Plant                          17,799           17,799
  Furniture & Fixtures                   15,951           15,951
  Leasehold Improvements                    866              866
                                       --------         --------
                                        138,908          135,014
  Less:  Accumulated depreciation
    And amortization                   (115,305)        (107,337)
                                       --------         --------
                                         23,603           27,677
                                       --------         --------
OTHER ASSETS:
Other assets                             13,749           13,514
                                       --------         --------

Total Assets                          $ 191,457        $ 107,309
                                       --------         --------


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $ 213,166         $387,245
Customer Deposits                           -             28,168
Accrued officer payroll                 169,590          174,923
Accrued expenses and other
  current liabilities                    19,876           66,546
Dividends payable                        29,441           42,983
Due to Officers                          17,922              -
                                       ---------        --------
        Total Current Liabilities       449,995          699,865
                                       ---------        --------


LONG-TERM LIABILITIES:

  Convertible Debentures, net of
    Discounts                            241,170          18,341
  Accrued Interest payable on
    Convertible Debentures                24,725           1,575
                                       ---------        --------
                                         265,895          19,916
                                       ---------        --------
TOTAL LIABILITIES:                       715,890         719,781


COMMITMENTS


STOCKHOLDERS' EQUITY:
  Preferred stock:
  $0.001 par value
  Authorized - 1,000,000 shares
  Undesignated preferred stock:
  Authorized - 850,000 shares:
    Issued and outstanding - none
  Series B preferred stock:
  Authorized-150,000 shares:
    Issued and outstanding 87,312
  and 107,100 shares, respectively           87              107
Common stock - $ .001 par value
 Authorized - 50,000,000 shares
 Issued and outstanding 29,447,249
  and 28,389,587 shares,
  respectively                           29,447           28,390
Capital in excess of par value       14,123,409       13,977,789
Retained earnings (deficit)         (14,677,376)     (14,618,758)
                                     ----------        ----------
Total Stockholders' Deficiency         (524,433)        (612,472)
                                     ----------        ---------
  Total Liabilities & Stockholders'
    Equity                           $  191,457        $ 107,309
                                      ---------        ---------

<FN>
See accompanying notes to consolidated financial statements.


</FN>
</TABLE>


                            (4)





<PAGE>
<TABLE>
               ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               ---------------------------------------------------
                                            (UNAUDITED)                 (UNAUDITED)
<CAPTION>
                                         THREE MONTHS ENDED           SIX MONTHS ENDED
                                              JUNE 30,                     JUNE 30,
                                      ----------------------      ----------------------
                                          2006          2005         2006          2005
                                          ----          ----         ----          ----
<S>                                 <C>           <C>           <C>          <C>
REVENUES:
Net sales                             $   29,204       $42,197    $   29,204  $    44,834
Settlement of dispute                  1,000,000           -       1,000,000          -
                                       ---------     ----------    ----------   ----------
                                       1,029,204        42,197     1,029,204       44,834
                                       ---------     ----------    ----------   ----------
COSTS AND EXPENSES:
Cost of sales                             12,004        38,165        12,004       60,594
Selling, general and administrative      565,200       112,713       972,653      218,799
                                       ---------     ---------     ----------   ----------
Total costs and expenses                 577,204       150,878       984,657      279,393
                                       ---------     ---------     ----------   ----------
Operating income (loss)                  452,000      (108,681)       44,547     (234,559)
Interest Income                               -             60            33           91
Interest Expense                         (38,665)           -        (73,757)         -
                                       ---------     ----------    ----------   ----------

NET INCOME (LOSS)                     $  413,335    $ (108,621)   $  (29,177) $  (234,468)

PREFERRED STOCK DIVIDENDS             $   17,480    $   54,000    $   29,441  $   108,500
                                      ----------    -----------    ----------   ----------

NET INCOME (LOSS) APPLICABLE TO
COMMON STOCKHOLDERS                   $  395,855    $ (162,621)   $  (58,618) $  (342,968)
                                        ---------    ----------     ----------  ----------

NET INCOME (LOSS) PER COMMON SHARE:

BASIC                               $     .01    $    (.01)     $ (.00)     $   (.03)
                                        -------       -------     ----------   ----------

DILUTED                             $     .01    $    (.01)     $ (.00)     $   (.03)
                                        -------       -------     ----------   ----------

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:

BASIC                                  29,183,927    11,629,802   29,097,763   11,467,692
                                       ----------    ----------   ----------   ----------

DILUTED                                32,936,427    11,629,802   29,097,763   11,467,692
                                       ----------    ----------   ----------   ----------


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







                            (5)










<PAGE>
<TABLE>
                  ALFA INTERNATIONAL HOLDINGS 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,
2005             28,389,587  $  28,390    107,100  $  107    $13,977,789     $(14,618,758)

Issuance of
Common stock
for cash             50,000         50                            19,950

Conversion of
 preferred stock
 for common stock   791,500        791    (19,788) $  (20)   $      (771)               -

Issuance of
preferred stock
 dividends in
 common stock       216,162        216          -       -         42,767                -

Stock option expense      -          -          -       -         30,896                -

Beneficial conversion
  feature of Convert-
  ible Debenture          -          -          -       -         52,778                -

Preferred stock
  dividends               -          -          -       -              -          (29,441)

Net loss                  -          -          -       -              -          (29,177)
                 ----------  ---------    -------  ------    -----------      -----------

Balances At
June 30, 2006    29,447,249  $  29,447     87,312  $   87    $14,123,409     $(14,677,376)
                 ----------  ---------    -------  ------    -----------      -----------

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
























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


<CAPTION>
                                                         Six Months Ended
                                                            June 30,
                                                        ------------------
                                                       2006          2005
                                                       ----          ----
<S>                                               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Loss                                        $  (29,177)   $ (234,468)
  Adjustments to reconcile net loss to net
     cash flows from operating activities:
  Depreciation and amortization                       58,575         7,500
  Stock based compensation expense related
     to stock options                                 30,896           -
  Stock issued for consulting fees                                  21,750
  Changes in operating assets and liabilities:
     Accounts receivable                               1,269         3,748
     Inventories                                     (89,366)      (23,378)
     Prepaid expenses and other current assets        11,316        (7,737)
     Other assets                                       (235)          -
     Customer Deposits                               (28,168)       43,212
     Accounts payable                               (174,079)       (4,809)
     Accrued expenses and other current liabilities  (46,670)       42,797
     Accrued officer payroll                          (5,333)           -
     Accrued interest payable on convertible
       debenture                                      23,150            -
                                                    ---------      ---------
  Net cash flows from operating activities          (247,822)     (151,385)


CASH FLOWS FROM INVESTING ACTIVITIES:

  Acquisitions of property and equipment              (3,894)         (800)
                                                      ---------     ---------
  Net cash flows from investing activities            (3,894)         (800)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Loans from affiliate                                   -           8,642
  Loan from Officer                                   17,922            -
  Proceeds from issuance of common stock              20,000       254,090
  Proceeds from issuance of preferred stock              -          29,000
  Proceeds from issuance of debenture                225,000           -
                                                     --------     --------
  Net cash flows from financing activities           262,922       291,731

NET CHANGE IN CASH AND EQUIVALENTS                    11,206       139,546
                                                     --------     --------

CASH AND EQUIVALENTS, BEGINNING OF PERIOD             41,566           -
                                                     --------     --------

CASH AND EQUIVALENTS, END OF PERIOD                  $52,772     $ 139,546
                                                     --------    ---------

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid                                    $   -       $
                                                     ---------   ---------
Interest paid                                        $   -       $     -
                                                     ---------   ---------

NON-CASH FINANCING ACTIVITIES:

Preferred stock dividends                            $ 29,441     $ 108,500
                                                    ---------      --------

Issuance of preferred stock dividends
  In common stock                                   $            $     -
                                                    ---------     ---------

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                             (7)


<PAGE>

       ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED (UNAUDITED) INTERIM
                    FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION


The consolidated balance sheet for Alfa International Holdings
Corp. ("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/A for the Company's fiscal year ended December 31, 2005
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. As of the date of this report the
Company has three wholly-owned subsidiaries through which it
conducts all operations. All inter-company transactions have been
eliminated in the consolidated financial statements.

Certain footnote disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States 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/A for the fiscal year ended December 31, 2005.

Net Profit (Loss) Per Share - Basic and diluted profit (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.

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

                            (8)

<PAGE>

NOTE 2 - STOCK-BASED COMPENSATION


On January 1, 2006, we adopted Financial Accounting Standards No.
123 (revised 2004), Share-Based Payment (FAS 123(R)), that
addresses the accounting for share-based payment transactions in
which an enterprise receives employee services in exchange for
either equity instruments of the enterprise or liabilities that
are based on the fair value of the enterprise's equity
instruments or that may be settled by the issuance of such equity
instruments.

The statement eliminates the ability to account for share-based
compensation transactions, using the intrinsic value method as
prescribed by Accounting Principles Board, or APB, Opinion No.
25, Accounting for Stock Issued to Employees, and generally
requires that such transactions be accounted for using a fair-
value-based method and recognized as expenses in our consolidated
statement of income.

We adopted FAS 123 (R) using the modified prospective method
which requires the application of the accounting standard as of
January 1, 2006. Our consolidated financial statements as of and
for the second quarter of 2006 reflect the impact of adopting FAS
123 (R). In accordance with the modified prospective method, the
consolidated financial statements for prior periods have not
been restated to reflect, and do not include, the impact of FAS
123 (R).

For stock-based awards granted, we have recognized compensation
expense based on the estimated grant date fair value method using
the Black-Scholes valuation model. For these awards, we have
recognized compensation expense using a straight-line
amortization method. FAS 123 (R) requires that stock-based
compensation expense be based on awards that are ultimately
expected to vest. The impact on our results of operations for
recording stock-based compensation for the six month period
ended June 30, 2006 amounted to $30,896.

The following table illustrates the effect on results of
operations if the Company had applied the fair-value-
recognition provisions of FAS 123(R) for the three and six-month
periods ended June 30, 2005 (unaudited):







                            (9)



<PAGE>
<TABLE>
<CAPTION>
                                        Three Months       Six Months
                                        Ended June 30     Ended June 30
                                        -------------     -------------
                                            2005              2005
                                        -------------     -------------
<S>                                     <C>                <C>

Net loss applicable to common
 shareholders, as reported              $(162,672)         $(342,968)
Deduct:
Total stock-based employee
 compensation determined under
 fair value method for stock
 options, net of tax                        5,600             11,200
                                        ----------         ----------
Pro forma loss applicable
 to common stockholders                 $(168,272)         $(354,168)
                                        ==========         ==========

Basic loss per share, as reported       $  (0.01)          $  (0.03)
                                        =========          ==========

Basic loss per share, pro forma         $  (0.01)          $  (0.03)
                                        =========          ==========

Diluted loss per share, as reported     $  (0.01)          $  (0.03)
                                        =========          ==========

Diluted loss per share, pro forma       $  (0.01)          $  (0.03)
                                        =========          ==========
</TABLE>
                                      (10)






<PAGE>
NOTE 3  - 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 attain profitable
operations or obtain additional financing.

NOTE 4 - JOURNEY OF LIGHT, INC.

On October 11, 2005 the Company acquired JOL as a wholly owned
subsidiary. JOL is engaged primarily in the business of real
estate development in the country of Oman. In connection with the
acquisition of JOL, Alfa issued 16,284,278 shares of its Common
Stock and 984,235 warrants exercisable into Alfa Common Stock at
prices ranging from $1.00 to $8.00 per share to the shareholders
and warrant holders of JOL in exchange for all of the outstanding
capital stock of JOL. Prior to the acquisition, Alfa had
outstanding 12,053,565 shares of Common Stock, 108,350 shares of
preferred stock convertible into 4,334,000 shares, stock options
exercisable into 1,265,000 shares of Common Stock at prices
ranging from $0.10 to $1.00 per share, and warrants exercisable
into 4,870,500 shares of Common Stock at prices ranging from
$0.14 to $0.75 per share - a total of 22,523,065 shares of Common
Stock and Common Stock equivalents. Alfa's board of directors and
senior management did not change as a result of the acquisition
of JOL and terms of the acquisition reflected the existence of
the Common Stock equivalents associated with Alfa's preferred
stock. Accordingly, Alfa has been considered the acquirer for
accounting purposes.

The operating results of JOL have been included in the Company's
consolidated financial statements from the date of acquisition.
Had the acquisition occurred December 31, 2004, proforma net
sales, net loss, and diluted loss per share for the six months
ended June 30, 2005 would have been $44,834, $(264,975), and
$(0.03), respectively.

NOTE 5  - CONVERTIBLE DEBENTURES:

On January 24, 2006, Alfa issued an additional convertible
debenture ("Debenture") in the face amount of $250,000 to an
investor in exchange for $225,000, net of fees. The two
Debentures accrue interest at 10% per annum and are payable on or
before December 7, 2008 and January 23, 2009 respectively. The
holder has the option, at any time, to convert the then
outstanding balance of the Debentures together with accrued and
unpaid interest thereon into shares of Alfa's Common Stock at a
price per share equal to 90% of the lowest volume weighted
average price of Alfa's Common Stock during the fifteen trading

                            (11)
<PAGE>
days immediately preceding the conversion date, subject to
certain adjustments. On July 13, 2006, the holder of the
Debentures converted $100,000 of the Debentures into 392,773
shares of Alfa's Common Stock.

                               June 30, 2006   December 31, 2005
                               --------------   -----------------

Convertible Debentures
  consist of:

Convertible Debentures -
  Face amount                    $ 500,000           $ 250,000

Debt Discounts - beneficial
  conversion feature, net of
  accumulated   amortization
  of $32,390 and $2,777,
  respectively                    (152,596)           (129,431)

Debt Discounts - value
  attributable to warrant issued,
  net of accumulated amortization
  of $13,028 and $1,458,
  respectively                     (56,393)            (67,963)

Debt Discounts - placement costs
  and fees paid to lender and
  affiliate of lender, net of
  accumulated   amortization of
  $10,159 and $735, respectively   (49,841)            (34,265)
                                 ---------            --------

Convertible Debentures,
  net of discounts               $ 241,170            $ 18,341
                                 =========            ========

In accordance with Emerging Issues Task Force Issue 98-5,
Accounting for Convertible Securities with a Beneficial
Conversation Feature or Contingently Adjustable Conversion
Ratios ("EITF 98-5"), Alfa recognized an imbedded beneficial
conversion feature present in the Debentures. Alfa allocated a
portion of the proceeds equal to the intrinsic value of that
feature to capital in excess of par value. Alfa measured an
aggregate of $184,986 ($132,208 on the first Debenture and
$52,778 on the second Debenture) of the proceeds, which is equal
to the intrinsic value of the imbedded beneficial conversion
feature, and recognized it to capital in excess of par value and
a discount against the debenture. The discount is amortized over
the convertible Debenture's maturity period (three years) as
interest expense.

                            (12)
<PAGE>


In connection with the issuance of the first Debenture on
December 8, 2005, Alfa issued a warrant granting the holder the
right to acquire 257,732 shares of Alfa's Common Stock at an
exercise price of $.97 per share, subject to certain adjustments.

In accordance with Emerging Issues Task Force Issue 00-27,
Application of Issue No. 98-5 to Certain Convertible Instruments
("EITF - 00-27"), Alfa recognized the value attributable to the
warrant in the amount of $69,421 to capital in excess of par
value and a discount against the Debenture. Alfa valued the
warrant in accordance with EITF 00-27 using the Black-Scholes
pricing model and the following assumptions: contractual terms
of five years, an average risk free interest rate of 4.42%, a
dividend yield of 0% and volatility of 176%. The debt discount
attributed to the value of the warrant issued is amortized over
the convertible Debenture's maturity period (three years) as
interest expense.


NOTE 6 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:


Alfa has designated 150,000 shares of its $0.001 par value
preferred stock as "Series B Preferred Stock". The face value of
the Series B Preferred Stock is $40 per share and dividends
accrue at 5.0% per annum. Each share of the Series B Preferred
Stock is convertible at the option of the holder, at any time,
into 40 shares of Common Stock. Accrued dividends shall, at the
Company's option, be paid in cash or in shares of Common Stock
valued at $1.00 per share. The expiration date for 4,010,000
common stock purchase warrants held by the holders of Series B
Preferred Stock is September 30, 2006 and for 90,500 stock
purchase warrants the expiration date is through April 3, 2007.

At any time 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 valued at $1.00 per share. The Series B
Preferred Stock has been excluded from the computation of diluted
earnings per share for the six months ended 2005, as the
conversion would be anti-dilutive after adding back preferred
stock dividends to the net loss for such period.







                            (13)


<PAGE>



NOTE 7 - STOCK OPTIONS AND WARRANTS


<TABLE>

The following is a summary of stock option and warrant activity
for the six months ended June 30, 2006:

<CAPTION>
                                     Stock Options      Warrants
                                     -------------      --------


<S>                                 <C>              <C>


Outstanding at January 1, 2006         1,465,000       6,112,467
Granted and Issued                           -               -
Exercised                                    -               -
Forfeited/expired/cancelled                  -        (1,305,000)
                                      ----------       ---------


Outstanding at June 30, 2006           1,465,000       4,807,467
                                      ----------       ---------

Exercisable at June 30, 2006           1,145,000       4,807,467

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



</TABLE>



                           (14)








<PAGE>
<TABLE>

Stock options outstanding at June 30, 2006 (all non-qualified) consist of:

<CAPTION>

<C>           <C>               <C>                 <C>             <C>

   Year           Number            Number            Exercise           Expiration
 Granted        Outstanding       Exercisable          Price                Date

  1997           125,000            125,000           $ .10           November 5, 2007
  2001         1,000,000            800,000           $ .25           August 31, 2011
  2004            60,000             60,000           $ .17           October 31, 2009
  2005            50,000             50,000           $ .10           January 30, 2007
  2005            30,000             10,000           $1.00           June 30, 2010
  2005           200,000            100,000           $ .82           December 14, 2010
               ---------          ----------
 Totals        1,465,000          1,145,000
               =========          ==========

</TABLE>

The 200,000 unvested options relating to the 2001 grant are scheduled
to vest on September 1, 2006. The 20,000 unvested options relating to
the 2005 grant are scheduled to vest 10,000 on July 1, 2006 and
10,000 on July 1, 2007. The 100,000 unvested options relating to
another 2005 grant are scheduled to vest 50,000 on September 15, 2006
and 50,000 on December 15, 2006. As of June 30, 2006, there was
$34,419 of total unrecognized compensation cost related to
un-expensed stock options. That cost is expected to be
recognized $25,895 in the remainder of year ended December 31, 2006,
$6,469 in 2007, and $2,055 in 2008.




                            (15)


<PAGE>

<TABLE>


Warrants outstanding at June 30, 2006 consist of:

<CAPTION>

<C>         <C>             <C>          <C>       <C>

  Year        Number         Number       Exercise     Expiration
 Issued     Outstanding      Exercisable     Price          Date

 2002-2005  4,100,500       4,100,500      $ .75     September 30, 2006 & beyond
   2005        20,000          20,000        .20     December 19, 2007
   2005        62,235          62,235       1.00     June 8, 2007
   2005       367,000         367,000       8.00     July 1, 2006 to February 3, 2007
   2005       257,732         257,732        .97     December 7, 2010
             ---------         ---------

 Totals     4,807,467       4,807,467
            =========       =========


</TABLE>








                            (16)


<PAGE>
NOTE 8 - COMMITMENTS

Leases

The Company leases its executive office in New York, N.Y. under a
ten-year lease entered into in February 2003. The Company also
rents warehouse space in Jersey City, New Jersey under a one-year
lease entered into in July 2005.

At June 30, 2006, the minimum future lease payments are as
follows:

2006                                 $  30,563
2007                                 $  51,800
2008                                 $  51,800
2009 and beyond                      $ 240,700

Employment Agreements

Alfa is obligated to pay its President and Chief Executive
Officer an annual base salary of $125,000 through December 31,
2010 plus an additional amount based on a combination of net
sales and earnings before taxes. The majority of salary payments
to this individual have been deferred and accrued, effective
October 1, 2004.

The Company had been obligated to employ Contact's President,
Vice-President and Vice-President of Sales under separate
agreements with these three individuals. These three agreements
have been canceled and the individuals continue to perform
services for the Company as consultants. Employment agreements
with these three individuals may be renegotiated in the future
depending upon the Company's financial performance at the time.
The terms of such employment agreements, if any, cannot be
determined at this time.


Factoring Agreement

In March 2004 Contact entered into a one-year agreement (the
"Factoring Agreement") with a company ("Factor") specializing in
factoring accounts receivable. The Factoring Agreement
encompasses both USA sales and any foreign sales made by Contact
that Contact, in its sole discretion, chooses to assign to the
Factor. The Factoring Agreement allows Contact to be assured of
payment by the Factor of any accounts receivable assigned to the
Factor, irrespective of whether or not Contact's customer
actually pays such account receivable to Contact. Contact has
agreed under the Factoring Agreement to pay the Factor an amount
equal to 1.5% of any account receivable Contact assigns to it

                            (17)


<PAGE>

with the stipulation that the minimum monthly amount of such
payments will be at least $1,125. Any of Contact's accounts
receivable assigned to the Factor are maintained on Contact's
records as an account receivable until payment is received from
the Factor for such account receivable. All fees paid to the
Factor are expensed as incurred. The Factoring Agreement is
deemed renewed from year to year following the initial term
unless terminated with notice by either party. In March 2006
Contact gave such notice of termination to the Factor and
subsequently the Factor and Contact agreed to continue the
Factoring Agreement after March 2006 on a month-to-month basis,
but with no minimum guaranteed payments required to be made by
Contact. The Factoring Agreement, as so modified, currently
remains in effect.


Financial Advisory Services Agreement

In February 2006, JOL entered into an agreement with AmeriCapital
Renaissance Group, LLC ("AmeriCapital"). The preliminary
agreement, subject to finalization, provides that AmeriCapital
will act as JOL's exclusive financial advisor for a monthly
service fee of $12,000 through January 2008. The preliminary
agreement also provides for certain transaction fees to be paid
to AmeriCapital in the event of certain sales or financing events
relating to JOL's proposed Omagine project. Mr. Frank J. Drohan,
president and director of Alfa, is a minority shareholder and an
officer and director of AmeriCapital.


NOTE 9 - SEGMENT INFORMATION:

Alfa is a holding company that operates through its wholly owned
subsidiaries. Since its acquisition of Journey of Light, Inc.
("JOL") in October 2005, the Company reports results in two
business segments: real estate development and apparel.

The real estate development business of the Company is conducted
through its wholly owned subsidiary JOL which is in its initial
stages of business development. JOL is presently conducting
negotiations with the Government of Oman with respect to JOL's
proposed development, in cooperation with the Government of
Oman, of a tourism related project with a construction cost of
approximately $1.4 billion.

The apparel business of the Company is conducted primarily
through its wholly owned subsidiary - Contact Sports, Inc.
("Contact") and to a lesser extent through another of its wholly

                            (18)
<PAGE>



owned subsidiaries - Ty-Breakers Corp. ("Ty-Breakers"). Contact
designs and markets athletic and lifestyle apparel products
under the "Contact Sports" label and markets "private-label"
products under the Ty-Breakers and other labels. All
manufacturing of Contact's apparel products is performed for
Contact by non-affiliated third party contractors.

Summarized financial information by business segment for the
Six months ended June 30, 2006 is as follows:

========================================--========

Revenue:
  Real Estate Development              $ 1,000,000
  Apparel                                   29,203
                                         ---------
Total                                  $ 1,029,203
===================================================

Operating Expenses:
  Real Estate Development            $   496,698
  Apparel                                123,110
  Corporate                              364,849
                                       ---------
Total                                $   984,657
================================================

Operating Loss:
  Real Estate Development            $   446,284
  Apparel                               (109,804)
  Corporate                             (365,657)
                                       ---------
Total                                $   (29,177)
                                       ---------

Identifiable Assets:
  Real Estate Development              $  53,099
  Apparel                                108,550
  Corporate                               29,808
                                         -------
Total                                  $ 191,457
================================================

Capital Expenditures:
  Real Estate Development               $  4,444
  Apparel                                    -
  Corporate                                  -
                                         -------

                            (19)
<PAGE>
Total                                   $  4,444
================================================

Depreciation and Amortization:
  Real Estate Development               $    468
  Apparel                                    -0-
  Corporate                               58,107
                                         -------
Total                                   $ 58,575
================================================


Operating loss is total revenue less operating expenses, which
include cost of sales, selling, general and administrative
expenses, and other corporate expenses.

NOTE 10 - SETTLEMENT OF DISPUTE:

On May 1, 2006, JOL received $1,000,000 from the State of Qatar
in settlement of a dispute relating to an April 2003 agreement to
develop a project in Doha, Qatar.































                            (20)
<PAGE>

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"), Ty-
Breakers Corp.("Ty-Breakers") and Journey of Light, Inc. ("JOL").


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.

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.


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

Contact is in the business of designing, manufacturing and
marketing a distinctive line of fashion forward athletic and
lifestyle apparel (the "branded business"). Several collections
of basketball athletic shorts, jerseys and fashion-right quality
T-Shirts, jackets and an assortment of sweat suits and outerwear
along with caps and accessories have been designed and
manufactured. The entire line is moderately priced with high-
perceived value for distribution to national chains, department
stores and specialty retailers. The design philosophy of the
branded business is a fashionable, edgy look, and the fabrics are

                            (21)

<PAGE>
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 branded
business product line.

Contact has also developed several product lines for sale to mid-
tier mass-market retailers (the "private-label business"). No
Contact Sports labels are used on products that are manufactured
and sold in the private-label business. The private-label
business consists primarily of outerwear products sold under the
Ty-Breakers label (which is owned by Alfa). Contact is, and
intends to continue, 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
retailers' own brand labels, to retail stores where such private-
label sales represent a substantial percentage of all products
sold. Contact created its private-label business in a manner that
does not interfere with or damage the Contact brand name. To date
Contact has received several such private-label orders and all
such private-label products sold will be manufactured pursuant to
specific purchase orders and no unsold inventories will be
maintained. Contact's backlog of unfilled orders for private-
label products as the date of this Report is $180,000.

Management is concentrating its efforts on the continued
development and expansion of Contact's private-label business
and, to the extent that financial resources are available, on its
branded business and Contact Sports brand awareness. Over the
past several years, management has underestimated the
difficulty and expense involved in launching a new brand such
as Contact. Past efforts to gain market recognition and
acceptance for the Contact brand have been hindered by a lack of
the necessary financial resources required to continue the
advertising and public relations efforts essential to such an
effort. Management now intends to focus more of Contact's
efforts on its private-label business in the expectation that
this business will generate the profits necessary to finance the
continuation of Contact's branding efforts via the advertising
and public relations efforts mentioned above. No assurance can
be given at this time that management's current strategy will be
effective or successful.

Alfa presently concentrates the majority of its efforts in two
principal areas: (1) the development and expansion of JOL's
business and (2) the development of Contact's private-label
business.

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

On October 11, 2005, Alfa completed the acquisition of JOL as a

                            (22)

<PAGE>

wholly owned subsidiary. Prior to its acquisition by Alfa, JOL
was a privately-held company engaged primarily in the business of
real estate development in the country of Oman, which business
continues to date.

On August 1, 2005, the Ministry of Tourism (the "MOT")of the
Government of Oman (the "Government") and JOL signed a memorandum
of understanding ("MOU") memorializing the legal and commercial
aspects of a proposed real-estate project (the "Omagine Project"
or "Omagine") to be developed in Oman by a company to be formed
by JOL and the MOT (the "Project Company").

As part of its March 1, 2006 presentation to the Government,
JOL prepared an initial master plan and feasibility study for
Omagine. JOL engaged the services of Michael Baker Jr., Inc.
("Baker") as its Program Manager to assist and lead this process.
Baker (www.mbakercorp.com), which is headquartered in Pittsburgh,
PA, with offices throughout the U.S and abroad is experienced in
all aspects of design, program management and construction
management for large scale construction and development projects
of the magnitude of Omagine.

The March 1, 2006 presentation was favorably received and JOL
management promptly thereafter began discussions and negotiations
with Government officials (the "Discussions"), which Discussions
have, in the opinion of management, modified the terms of the MOU
in a positive fashion. The objective of the Discussions is to
arrive at the terms and conditions of a "Development Agreement"
between the Project Company and the Government. Such Discussions
are ongoing as of the date of this Report and have not yet been
concluded.

As presently contemplated, the Development Agreement will govern
the design, development and construction of the Omagine Project
which will be owned and operated by the Project Company. The
Project Company is now contemplated to be 100% owned by JOL and
the Government will provide the Omagine Site to the Project
Company, but will not be a shareholder of the Project Company. As
of the date hereof, JOL has held advanced negotiations with
several substantial investors and contractors ("Investors")
active in the region with whom management has prior business
relationships and JOL is confident that suitable arrangements
will be made with one or more of such Investors.

As of the date hereof, it is contemplated that, JOL will be the
majority shareholder of the Project Company and one or more
Investors will be minority shareholders of the Project Company.
As of the date hereof, such Discussions: (i) are ongoing and non-

                            (23)

<PAGE>

binding and no assurance whatsoever can be given at this time as
to their eventual outcome, if any, (ii) will alter or change some
of the elements of the Omagine Project as presented to the
Government by JOL and, (iii) will alter or change some of the
terms and conditions of the MOU, and (iv) generally contemplate
the following:

Omagine is planned to be developed on 1 million square meters
(equal to approximately 245 acres) of contiguous beachfront
property facing the Gulf of Oman (the "Omagine Site") just west
of the capital city of Muscat and nearby the Seeb International
Airport. The value of the Omagine Site is expected to be
determined by a qualified independent real-estate appraisal. The
Project Company's ownership and use rights with respect to the
Omagine Site is presently planned to be represented by a
"Usufruct Agreement" wherein the Project Company will be granted
a fifty (50) year lease over the Omagine Site at very reasonable
rates. Unlike a standard lease however, a Usufruct Agreement,
specifically allows the Project Company to (i) pledge the Omagine
Site as collateral in any financing arrangements, and (ii) sell
(on a free and clear freehold basis) the land underlying the
Lease/Usufruct to third parties. As presently contemplated the
lease cost for the first five years (the construction period of
the Omagine Project) of the Usufruct will be zero.

Omagine is planned to be an integration of cultural, heritage,
educational, entertainment and residential components, including:
a "high culture" theme park containing seven pearl shaped
buildings, each approximately 60 feet in diameter (the "Pearls")
and associated exhibition buildings (collectively, the
"Landmark"); a five star resort hotel; a four star hotel; a
boardwalk; an open air amphitheater and stage; a canal and
enclosed harbor area; boat slips; commercial office buildings;
shopping and retail establishments; restaurants and open space
green areas. Additionally, Omagine, as presently contemplated by
the Discussions, includes the construction and sale (on a free-
hold basis)by the Project Company of approximately 3,900
residences (and the land underlying such residences)consisting of
a combination of villas, town homes and apartments.

JOL expects, based on present assumptions which are subject to
modification, that the development costs for Omagine will be
approximately $1.4 billion dollars. JOL's website is
www.journey-of-light.com and Omagine's website is www.omagine.com

JOL management plans to return to Oman in September 2006 to
conclude the Discussions and finalize the Development Agreement
but no assurances can presently be given that such results will
actually occur or as to the eventual outcome of these ongoing
Discussions.

                           (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. Contact also maintains a
warehouse in Jersey City, New Jersey. Both facilities are leased
from unaffiliated third parties.

RESULTS OF OPERATIONS:

THREE MONTHS ENDED JUNE 30,2006 vs.
THREE MONTHS ENDED JUNE 30,2005

Revenue in the second quarter of 2006 was $1,029,204, an increase
of $987,007 as compared to the same period in the previous year.
This increase was almost entirely attributable to the settlement
on May 1, 2006 of a previously disclosed dispute between JOL and
the State of Qatar which was finalized by the State of Qatar
paying JOL $1 million. The combined sales order backlog at
Contact and Ty-Breakers as of the date hereof is $180,000.

Selling, general and administrative expenses were $565,200 during
the second quarter of 2006, compared to $112,713 in the first
quarter of 2005. This increase of $452,487 (401%) was primarily
attributable to increased operating costs associated with Alfa's
costs incurred pursuant to the Debentures and to costs incurred
at JOL for travel, consulting fees and professional fees
associated with the Omagine project in Oman.

The Company experienced an operating profit of $452,000 during
the second quarter of 2006 as compared to an operating loss of
$108,681 during the same period in the previous fiscal year. This
$560,681 increase in the Company's operating income is entirely
attributable to the above-mentioned one-time settlement of the
dispute with Qatar and the associated payment to JOL of $1
million. The Company expects to experience losses for at least
the next several quarters due to its insufficient level of sales.

The Company will need to substantially increase its revenue in
order to attain sustained profitability.

The nature of JOL's present business is such that, other than the
abovementioned $1 million settlement, it is not expected to
generate revenues until after the development of the Omagine
project is significantly underway, an event which, as of the date
hereof, is not certain to occur. Management is examining other
possible sources of revenue which, subject to the Development
Agreement being executed, may be added to JOL's operations.
During 2005 management re-positioned Contact such that it now
focuses on its private-label business and sales of private-label
products which are less profitable but do not require the large

                            (25)

<PAGE>

investments in marketing and advertising required by the branded
business. Management is hopeful that Contact's private-label
business may generate the profits necessary to finance the
continuation of Contact's branding, advertising and public
relations efforts for its branded business. No assurance can be
given at this time that management's current strategy with
respect to Contact will be effective or successful. Should this
strategy not be successful, Contact may discontinue its branded
business and product line partially or in its entirety, and
concentrate only on its private-label business or, if the
private-label business is not viable, Contact may discontinue its
business in its entirety.

The Company will need to raise significant capital and/or secure
significant financing in order to execute its presently
conceived business plan with respect to both JOL and Contact.

No significant capital expenditures were incurred during the
quarterly period ended June 30, 2006. Depending upon the outcome
of current negotiations and the availability of resources, the
Company may incur significant expenses related to capital
expenditures in the future.

SIX MONTHS ENDED JUNE 30,2006 vs.
SIX MONTHS ENDED JUNE 30,2005

Revenue in the first six months of 2006 was $1,029,204, an
increase of $984,370 as compared to the same period in the
previous year. This increase was almost entirely attributable to
the settlement on May 1, 2006 of a previously disclosed dispute
between JOL and the State of Qatar which was finalized by the
State of Qatar paying JOL $1 million. The combined sales order
backlog at Contact and Ty-Breakers as of the date hereof is
$180,000. The cost of sales for the first six months of 2006 was
$12,004 (41%).

Selling, general and administrative expenses were $984,657 during
the first six months of 2006, compared to $218,799 in the first
six months of 2005. This increase of $765,858 (350%) was
primarily attributable to increased costs associated with Alfa's
sale of the Debentures and to costs incurred at JOL for travel,
consulting fees and professional fees associated with the Omagine
project in Oman during the period including salaries and
consulting fees and costs related to JOL's March 2006
presentation in Oman.

The Company's marketing and promotional expenditures were not
significant during the period. Depending upon the outcome of the
current Discussions and the availability of resources, the


                            (26)
<PAGE>

Company may incur significant expenses related to capital
expenditures in the future.

The Company attained net income from operations of $44,547
during the first six months of 2006 as compared to a net loss
from operations of ($234,559) during the first six months of
2005. This $279,106 increase in the Company's net income from
operations was entirely attributable to the above-mentioned $ 1
million settlement with the State of Qatar. After provision for
the payment of $29,441 in dividends on its preferred stock and
the amortization of $50,607 of costs associated with the
Debenture financing, the Company sustained a net loss of
$(58,618) for the six month period ended June 30, 2006. The
Company expects to experience losses for at least the next
several quarters due to an insufficient level of sales.

The Company will need to raise significant capital and/or secure
significant financing in order to execute its presently
conceived business plan with respect to both JOL and Contact.


LIQUIDITY AND CAPITAL RESOURCES:

With the exception the current quarterly period ended June 30,
2006, the Company has experienced negative cash flows during the
past four fiscal years. The Company incurred net losses of
$5,900,662, $1,020,624 and $706,801 in its fiscal years 2005,
2004 and 2003, respectively. The Company's net loss for the six
months ended June 30, 2006 was $58,618. During the six months
ended June 30, 2006, the Company experienced an increase in cash
and equivalents of $41,566.

At June 30, 2006, the Company had a working capital deficit of
$295,890, compared to a working capital deficit of $633,747 at
December 31, 2005. The $337,857 decreased deficit in working
capital was primarily attributable to decreases in accounts
payable and accrued liabilities net of increases in cash from
financing activities (primarily the Debentures). Of the $449,995
of current liabilities at June 30, 2006, $216,953 (48.2%)
represent amounts which are either (i) due to officers, or (ii)
may be paid in common stock in lieu of cash.

The $247,822 of funds used by operating activities during the six
months ended June 30, 2006 resulted primarily from the net loss
of $29,177 and decreases in the Company's liabilities and an
increase of $89,366 in inventories.

Funds totaling $3,894 were invested in computer equipment during
the first six months of fiscal 2006.


                            (27)
<PAGE>

Funds totaling $262,922 were provided by financing activities
during the first quarter of fiscal 2006, 225,000 from net
proceeds realized from the sale of a debenture, $20,000 from the
sale of 50,000 shares restricted common stock to an accredited
investor, and $17,922 from a loan to the Company by its
President.

On May 1, 2006, JOL received $1,000,000 pursuant to a friendly
settlement of a dispute with the State of Qatar.

In the absence of additional funding and substantially increased
sales, the business and operations of the Company's Contact
Sports and Ty-Breakers subsidiaries will be significantly
affected and these subsidiaries' may not be able to continue
operations.

The Company's inability to secure or arrange additional funding
to implement JOL's business plan, or JOL's failure to
successfully conclude its ongoing negotiations and Discussions
regarding the Omagine Project will significantly affect JOL's
ability - and possibly the Company's ability - to continue
operations.


ITEM 3:  DISCLOSURE 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.








                            (28)
<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 SB


Exhibit                                                 Page
Numbers                Description                     Number
-------                -----------                     ------

99.1             Sarbannes-Oxley certification           E-1

99.2             Sarbannes-Oxley certification           E-3


















                            (29)













<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
June 30, 2006 on Form 10-QSB of Alfa International Holdings
Corp. ("the Registrant");

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 report, 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 me 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
my 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:

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

                            (30)

<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 Evaluation Date, including any corrective actions with regard
to significant deficiencies and material weaknesses.

Date: August 21, 2006

/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 Registrant'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
Holdings Corp. on Form 10-QSB for the period ending June 30,
2006 (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
results of operations of Alfa International Holdings Corp.

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

August 21, 2006

The originally executed copy of this Certification will be
maintained at the Registrant's offices and will be made available
for inspection upon request.
                            (31)
<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: August 21, 2006          ALFA INTERNATIONAL HOLDINGS CORP.
                                  (Registrant)


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





                            (32)