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

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

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


                   Alfa International Corp.
    ------------------------------------------------------
                  (Former Name of Registrant)


           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 20, 2005, the registrant had outstanding 11,954,052
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, 2005 AND DECEMBER 31, 2004

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004
       SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004


       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:
       SIX MONTHS ENDED JUNE 30, 2005

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 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 HOLDINGS CORP. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS



<CAPTION>
                                     June 30,        December 31,
                                        2005              2004
        ASSETS                        ---------       -----------
                                     (Unaudited)        (Note 1)
<S>                                 <C>               <C>
CURRENT ASSETS:
Cash                                  $ 139,546        $     -
Accounts Receivable                       9,701           13,449
Inventories                              68,060           44,682
Prepaid and other current assets         13,231            5,494
                                       --------         --------
        Total Current Assets            230,538           63,625
                                       --------         --------
PROPERTY AND EQUIPMENT:
  Office & Computer Equipment            96,603           95,803
  General Plant                          17,799           17,799
  Furniture & Fixtures                   15,951           15,951
  Leasehold Improvements                    866              866
                                       --------         --------
                                        131,219          130,419
  Less:  Accumulated depreciation       (98,017)         (90,517)
                                       --------         --------
                                         33,202           39,902
                                       --------         --------
OTHER ASSETS:
  Other assets                           12,524           12,524
                                       --------          --------

Total Assets                          $ 276,264        $ 116,051
                                       --------          --------













                            (4)
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $  71,393         $ 76,202
Customer Deposits                        43,212              -
Accrued officer payroll, net            116,817           53,180
Due to affiliate                         61,238           52,596
Dividends payable                      108,514               14
Accrued expenses and other
  current liabilities                   22,909           43,749
                                       ---------        --------
        Total Current Liabilities       424,083          225,741
                                       ---------        --------


COMMITMENTS


STOCKHOLDERS' EQUITY:
Undesignated preferred stock:
 Authorized: 850,000 shares
 Issued and outstanding: none
Series B preferred stock:
 Authorized:150,000 shares,$.001 par
 Value at June 30, 2005 and $.01 par
 Value at December 2004.
 Issued and outstanding: 108,850 shares
 At June 30, 2005 and 107,400 shares at
 December 31, 2004                         109             1,074
Common stock:
 Authorized: 50,000,000 shares,
 $.001 par value at June 30, 2005
 And 15,000,000 shares,$.01 par
 Value at December 31,2004
 Issued and outstanding:
 11,954,052 shares at
 June 30,2005 and 11,305,552
 shares at December 31, 2004            11,954           113,056
Capital in excess of par value        8,855,940         8,449,034
Retained earnings (deficit)          (9,015,822)       (8,672,854)
                                     ----------        ----------
  Total Stockholders' Equity
   (Deficit)                          (147,819)         (109,690)
                                  ----------        ----------
                                    $  276,264        $  116,051
                                    ==========        ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                            (5)


<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,
                                      ----------------------      ----------------------
                                          2005          2004          2005         2004
                                          ----          ----          ----         ----
<S>                                 <C>           <C>           <C>           <C>
REVENUES:
Net sales                            $   42,197    $   10,033    $   44,834    $   26,628
                                      ---------     ---------     ---------     ---------

COSTS AND EXPENSES:
Cost of sales                            38,165         3,266        60,594        16,588
Selling, general and administrative     111,095       239,827       218,491       531,796
Interest (Income)                          ( 60)         ( 49)         ( 91)         ( 90)
Miscellaneous (Income) Expense            1,334        (1,998)         ( 27)          961
Income taxes                                335           877           335         1,077
                                      ---------     ---------     ---------     ---------
                                        150,869       241,923       279,302       550,332
                                      ---------     ---------     ---------     ---------

NET LOSS                             $ (108,672)   $ (231,890)   $ (234,468)   $ (523,704)
                                      ---------     ---------     ---------     ---------






PREFERRED STOCK DIVIDENDS            $   54,000    $   52,284    $  108,500    $  100,375
                                     ----------    ----------    ----------    -----------


LOSS APPLICABLE TO
COMMON STOCKHOLDERS                  $ (162,672)   $ (284,174)   $ (342,968)   $ (624,079)
                                       ---------    ----------    -----------   -----------


BASIC & DILUTED LOSS PER COMMON SHARE    (.01)       $ (.03)      $  (.03)      $  (.06)
                                         -----         -----         -----         -----
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                 11,954,052    10,965,310    11,954,052    10,965,310


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

</TABLE>

















                            (6)

<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,
 2004              11,305,552  $ 113,055  107,400  $1,074    $ 8,449,034    $(8,672,854)

Issuance of
 common stock
 for consulting
 services             150,000      1,500                          20,250

Issuance of
 common stock
 for cash, net of
 expenses             498,500      4,985                         249,105

Issuance of
 preferred stock
 for cash,net of
 expenses                                   1,450  $   15         28,985

Preferred stock
 dividends                                                                     (108,500)

Par Value adjustment            (107,586)            (980)       108,566


Net loss                   -          -        -       -          -            (234,468)
                   ----------    --------  -------  ------    -----------     ----------
Balances At June
30,2005            11,954,052   $ 11,954  108,850  $  109    $ 8,855,940    $(9,015,822)
                   ----------   --------  -------   ------    -----------    -----------

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

<PAGE>
<TABLE>
                   ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                  ----------------------------------------------------
                                                           (UNAUDITED)
<CAPTION>
                                                        Six Months Ended
                                                            June 30,
                                                        ----------------
                                                       2005          2004
                                                       ----          ----
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                         $ (234,468)   $ (523,704)
  Adjustments to reconcile net loss to net
     cash flows from operating activities:
  Depreciation and amortization                         7,500         7,269
  Inventory reserve                                        -        (95,436)
  Stock issued for consulting fees                     21,750        10,500
  Changes in operating assets and liabilities:
    Accounts receivable                                 3,748        (5,047)
    Inventories                                       (23,378)       95,765
    Prepaid expenses and other current assets          (7,737)      (97,711)
    Accounts payable                                   (4,809)       10,696
    Customer Deposits                                  43,212
    Accrued expenses and other current liabilities     42,797       (89,804)
                                                     ---------     ---------
      Net cash flows from operating activities       (151,385)     (687,472)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment                 (800)      (12,430)
  Repayment from (Advance to) affiliate - net              -        276,704
                                                      --------     --------
      Net cash flows from investing activities           (800)      264,274

CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from Affiliate                                  8,641           -
  Net proceeds from issuance of common stock          254,090           -
  Net proceeds from issuance of preferred stock        29,000       283,870
                                                     --------      --------
      Net cash flows from financing activities        291,731       283,870

NET CHANGE IN CASH AND EQUIVALENTS                    139,546      (139,328)
                                                      -------      --------

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

CASH AND EQUIVALENTS, END OF PERIOD                  $ 139,546    $  52,337
                                                      --------     --------

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (refunded)                        $     335    $    1,077
                                                    ---------     ---------
Interest paid                                              -             -
                                                    ---------     ---------
NON-CASH FINANCING ACTIVITIES:

Preferred stock dividend                            $108,500     $  100,375
                                                    --------      ---------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                     (8)


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

NOTE 1 - BASIS OF PRESENTATION

The consolidated balance sheet for Alfa International Holdings
Corp. and subsidiaries ("Alfa" or the "Company") at the end of
the preceding fiscal year has been derived from the audited
balance sheet and notes thereto contained in the Company's annual
report on Form 10-KSB for the 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 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.

Footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the published
rules and regulations of the Securities and Exchange Commission.
These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the fiscal year ended December
31, 2004.

Principles of Consolidation - The consolidated financial
statements include the accounts of Alfa International Holdings
Corp.("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 for sale 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

                            (9)
<PAGE>

reasonable approximations of their fair values, based on market
information available to management.

     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.

     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 $76,705 for
the six months ended June 30, 2005 and June 30, 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



                            (10)
<PAGE>

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.
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 and six-month periods ended June 30, 2005 and 2004
unaudited):



<PAGE>
<TABLE>
<CAPTION>
                                        3 Mos. Ended June 30       6 Mos. Ended June 30
                                        ----------------------     ----------------------
                                           2005        2004            2005         2004
                                        ----------  ----------     ----------  ----------
<CAPTION>
<S>                                     <C>         <C>             <C>         <C>

Net loss applicable to common
 shareholders, as reported              $(284,174)  $(284,174)     $(342,968)  $(624,079)
Deduct:
Total stock-based employee
 compensation determined under
 fair value method for stock
 options, net of tax                            -           -              -           -
                                        ----------   ---------      ---------   ----------
Pro forma loss applicable
 to common stockholders                 $(162,672)  $(284,174)      $(342,968) $(624,079)
                                        ==========  =========       =========   ==========

Basic loss per share, as reported       $  (0.01)   $   (0.03)        $ (0.02)   $ (0.06)
                                        =========   =========        ========    ========

Basic loss per share, pro forma         $  (0.01)   $   (0.03)        $ (0.02)   $ (0.06)
                                        =========   =========        ========    ========

Diluted loss per share, as reported     $  (0.01)   $   (0.03)        $ (0.02)   $ (0.06)
                                        =========   =========        ========    ========

Diluted loss per share, pro forma       $  (0.01)   $   (0.03)        $ (0.02)   $ (0.06)
                                        =========   =========        ========    ========
</TABLE>


                                      (11)


<PAGE>


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.

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 secure 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 Holdings Corp.
On May 25,2005 Alfa entered into a definitive agreement, subject
to the occurrence of certain conditions precedent, to acquire
JOL. On August 3, 2005, Alfa announced that the condition
precedent had been accomplished and that Alfa was going forward
with its acquisition of JOL as a wholly owned subsidiary.

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

                            (12)
<PAGE>
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 had been negotiating for some time with the State of Qatar to
develop approximately 200 acres of waterfront real estate in
Doha, Qatar. JOL will not develop the Qatar site and negotiations
are ongoing with the State of Qatar to resolve the State of
Qatar's contractual obligations to JOL. JOL is seeking a friendly
resolution, but referral of the matter to arbitration as called
for in the agreement with Qatar may occur.

Qutopia Project in Oman

JOL management was approached to propose the Qutopia project to
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.
On August 1, 2005, the Ministry of Tourism and JOL signed a
memorandum of understanding ("MOU")memorializing the legal and
commercial aspects of the project development.

The MOU memorializes the parties agreement to (a) form an Omani
company (the "Project Company")to implement the project, (b) have
the government provide 800,000 square meters (about 200 acres) of
beachfront land for the Project in return for the government
being an equity participant in the Project Company, (c)have the
government provide additional land as necessary to assure the
Project's agreed upon financial returns, and (d) have the
government underwrite any possible losses in the cultural and
heritage portions of the Project.

As of the date hereof, JOL and its likely strategic partner are
preparing the master plan for the Project in Oman as required by
the MOU. The MOU, which is not a legally binding agreement,
contemplates that the parties will enter into a legally binding
agreement for the Project before December 31, 2005, which date
may be extended by the parties depending upon the progress of the
master planning of the Project.

The implementation of the Project in Oman precludes an identical
such project in any of the nearby GCC countries.



                            (13)
<PAGE>
Acquisition of Journey of Light, Inc. by Alfa International Corp.
----------------------------------------------------------------

On May 25, 2005, Alfa and JOL executed a definitive agreement
("Agreement") whereby Alfa agreed to acquire JOL in exchange for
such number of shares of the common stock of Alfa as would equal
approximately 50% of the issued and outstanding shares of common
stock of Alfa (after giving effect to the conversion of Alfa's
Series B Preferred Stock)immediately following such acquisition.
The Agreement specified certain conditions precedent to the
acquisition of JOL by Alfa, including, among other matters, the
execution of the above mentioned MOU between JOL and the
government of the Sultanate of Oman with respect to the Project,
and approval of the 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 MOU has been signed and Alfa and JOL are
taking such steps as are necessary to consummate the acquisition.


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 six months ended June 30, 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 six months ended June 30, 2005.

The Series B Redeemable Convertible Preferred Stock has been
excluded from the computation of diluted earnings per share for
the period ended June 30, 2005, as the conversion would be anti-
dilutive after adding back preferred stock dividends to net loss.

As of the date hereof, Alfa has 4,100,500 warrants outstanding at
an exercise price of $0.75 per share of Common Stock. The Company
reduced the exercise price of the warrants to $0.60 for the
period beginning June 7, 2005 and ending August 12, 2005. During
the second quarter of 2005 warrant holders exercised 188,500
warrants at the reduced exercise price of $0.60 per share and the
Company received net proceeds there from of $102,090. Subsequent
to June 30, 2005 an additional 65,000 warrants were exercised at
the reduced exercise price of $0.60 per share and the Company
received net proceeds there from of $35,400. The reduced exercise
period has expired and the remaining 4,100,500 unexercised
warrants are exercisable at $0.75 per share and expire on
September 30, 2006.




                            (14)
<PAGE>
NOTE 5 - COMMITMENTS

Leases

The Company leases its executive office in New York, N.Y. under a
ten-year lease entered into in February 2003.  Rent expense for
the Company's executive offices for 2004 was $54,473. The Company
also rents warehouse space in Jersey City, New Jersey on a month-
to-month basis.

The minimum annual lease payments are as follows:

2005                                 $  51,800
2006                                 $  51,800
2007                                 $  51,800
2008 and beyond                      $ 292,500

Employment Agreements

Alfa is obligated to pay its Chief Executive Officer and
President 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.  Due to the Company's cash
position, all salary payments to this individual have been
deferred and accrued, effective October 1, 2004.

Contact Sports had been obligated through December 31, 2006 to
pay its President an annual base salary of $75,000, plus an
additional amount based on a combination of net sales and
earnings before taxes. This agreement was terminable by the
Company as of December 31, 2003, provided that net sales for
2003 were not at least $1,000,000.  Prior to December 31, 2003,
the Company elected to not invoke this provision. As a result of
lack of sufficient cash to fund operating expenses, by mutual
agreement between the Company and this individual, effective
October 1, 2004, the Company discontinued making salary payments
or accruing any liability for salary payments that would have
been due under this individual employment agreement. The Company
has made some consulting fee payments to this individual as its
cash resources permitted and will continue to do so. Any such
payments are not part of this individual's employment agreement,
which is no longer in effect as to salary payments. This
individual's employment agreement may be re-negotiated with the
Company at a future point in time, the terms of such possible
renegotiated agreement, if executed, cannot be determined at
this time.

Alfa was obligated through December 31, 2009 to pay its Vice-
President an annual base salary of $55,000, plus an additional
amount based on a combination of net sales and earnings before
taxes. In September 2003, the Company increased the base salary

                            (15)
<PAGE>
for its Vice President to $75,000.  This agreement was
terminable by the Company as of December 31, 2003, provided that
net sales for 2003 were not at least $1,000,000.  Prior to
December 31, 2003, the Company elected to not invoke this
provision. As a result of lack of sufficient cash to fund
operating expenses, by mutual agreement between the Company and
this individual, effective October 1, 2004, the Company
discontinued making salary payments or accruing any liability
for salary payments that would have been due under this
individual employment agreement. The Company has made some
consulting fee payments to this individual as its cash resources
permitted and will continue to do so. Any such payments are not
part of this individual's employment agreement, which is no
longer in effect as to salary payments. This individual's
employment agreement may be re-negotiated with the Company at a
future point in time, the terms of such possible renegotiated
agreement, if executed, cannot be determined at this time.

Factoring Agreement

In March 2004, Contact entered into a one-year Agreement which
currently remains in effect with a company specializing in
factoring accounts receivable. The Agreement is renewed
annually unless terminated in accordance with its terms and it
covers all accounts receivable that Contact, in its sole
discretion, chooses to assign to the factor. The factoring
agreement assures Contact of payment by the factor of any
accounts receivable assigned to the factor. Contact has agreed
under the factoring agreement to pay the factor a fee equal to a
percentage of each account receivable assigned to it and has
further agreed to a minimum monthly amount of such fees during
the term of the factoring agreement.




















                            (16)
<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") and Ty-
Breakers Corp.("Ty-Breakers").

Critical Accounting Policies:
-----------------------------
     The Company's 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
the Company's 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 that 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 is received by the
Company.

     Inventory Reserves.   The Company previously established
inventory reserves to cover losses anticipated from inventory
items becoming either non-saleable or saleable only at greatly
reduced "close-out" prices. As of the date of this report, a
total of $29,291 of such inventory along with the associated
$29,291 inventory reserve has been written off in 2005 of which
$28,648 was written off as of June 30, 2005. In addition the
value of existing consignment inventory at a customer's location
was reduced as of June 30, 2005 by an $18,807 inventory write-
down in order to reflect the probable recovery. 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 generally be exclusively finished goods and, if
unsold, will generally be liquidated on a close out basis at the
end of each season. There are no inventory reserves as of June
30, 2005 and management believes this to be adequate.

                            (17)
<PAGE>
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 intended distribution to national chains,
department 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
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 will 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 financial resources, additional
advertising is planned for the third and fourth 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

                            (18)
<PAGE>
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 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.,
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. Contact is pursuing negotiations
with these athletes and artists to extend the terms of those
agreements, but no assurances can be made at this time that
Contact 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,
founder and former CEO of The Sports Authority, have been using
their 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. Subsequent to closing sales at the national level as
indicated in the foregoing, Contact plans to hire independent
sales representatives to sell these small independent stores.

In March 2004, Contact entered into a one-year Agreement which
currently remains in effect with a company specializing in
factoring accounts receivable (See: Liquidity).

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 dedicated to
the fashion and athletic apparel businesses and their twice a

                            (19)
<PAGE>

year shows are well attended by small to large retailers.
Contact's attendance resulted in follow up meetings with buyers
at several national sporting goods and department store
retailers who are among Contact's targeted customers. Management
believes that the comprehensive sales presentations to its large
volume potential buyers are better made either in the buyer's
respective offices or in the Company's showroom but nevertheless
recognizes the importance of maintaining a marketing and
promotional presence at certain tradeshows. Subject to the
availability of financial resources, Contact will exhibit at the
two yearly MAGIC shows in 2006 to both support the independent
sales representatives it plans to hire and to showcase its
athletic fashion and urban street wear items to the small
independent retailers following some additional product
placements with its larger customers. The Company plans, subject
to the availability of the financial resources, to continue to
put a major emphasis on: (i) developing the Contact line and
brand-name recognition through 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 sales
backlog of un-shipped orders as of the date of this report is
$180,810.

Three nationally recognized recording and rap artists - Prodigy
from Mobb Deep, Black Rob and Kay Slay; and three professional
basketball players currently in the NBA - Erick Dampier, starting
center for the Dallas Mavericks; Felipe Lopez, point guard
for the Dallas Mavericks; and Tierre Brown, point guard for
the Los Angeles Lakers - 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

                            (20)
<PAGE>
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.

Several high-level meetings have been held regarding orders for
Spring 2006 deliveries of Contact's product and negotiations are
ongoing. No assurance however can be given that such negotiations
will result in actual orders, nor can any assurance be given as
to the size, if any, of any orders or test orders.

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.

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 potential 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

                            (21)
<PAGE>

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

Management primary focus continues to be the sales and marketing
of Contact's products.


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 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

                            (22)
<PAGE>

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.
Ty-Breakers will deliver custom printed jackets to Du Pont in the
fourth quarter of 2005. The total project is valued at $43,200.
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. Tyvek and Kensel
apparel products for Ty-Breakers' Custom Business are
manufactured and sold pursuant to specific purchase orders and
significant inventories are not maintained.

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.

Ty-Breakers also sells Tyvek and Kensel jackets directly to
consumers worldwide via its website at www.ty-breakers.com.
These jackets all bear artwork developed by and proprietary to
Ty-Breakers or licensed by Ty-Breakers.

Ty-Breakers purchases all of its Tyvek requirements directly
from Du Pont in the United States or from Du Pont's Asian agent.
The inability or failure of Du Pont to deliver this material to
Ty-Breakers would have a material, adverse effect upon the
operations of Ty-Breakers.

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

Management does not view Ty-Breakers as a growth business and
other than as enumerated above, Ty-Breakers has discontinued its
active marketing programs.


Alfa
----

On May 23, 2005 Alfa's Board of Directors approved the change of
its corporate domicile from New Jersey to Delaware and approved
the merger ("Merger") of Alfa International Corp. with and into
Alfa International Holdings Corp. ("AIHC"), a Delaware corporation
recently formed by Alfa solely for the purpose of effecting its

                            (23)
<PAGE>

change of domicile. Pursuant to a joint written consent of a
majority of Alfa's common stockholders approving the change of
domicile, the Merger was approved and the appropriate certificates
of merger were filed with the Secretaries of State of New Jersey
and Delaware. The Merger was effective as of May 25, 2005, the day
that such certificates were so filed.

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

Journey of Light, Inc.
----------------------

BACKGROUND
----------
Journey of Light, Inc. ("JOL") was incorporated on October 14,
2003 under the laws of the State of Delaware.  Alfa has signed a
definitive agreement to acquire JOL.

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 Holdings Corp. On
May 25, 2005 Alfa entered into a definitive agreement, subject to
the occurrence of certain conditions precedent, to acquire JOL.
On August 3, 2005, Alfa announced that the condition precedent
had been accomplished and that Alfa was going forward with its
acquisition of JOL as a wholly owned subsidiary.

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 had been negotiating for some time with the State of Qatar to
develop approximately 200 acres of waterfront real estate in
Doha, Qatar. JOL will not develop the Qatar site and negotiations
are ongoing with the State of Qatar to resolve the State of
Qatar's contractual obligations to JOL. JOL is seeking a friendly
resolution, but referral of the matter to arbitration as called
for in the agreement with Qatar may occur.
                            (24)
<PAGE>

Qutopia Project in Oman

JOL management was approached to propose the Qutopia project to
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.
On August 1, 2005, the Ministry of Tourism and JOL signed a
memorandum of understanding ("MOU")memorializing the legal and
commercial aspects of the project development.

The MOU memorializes the parties agreement to (a) form an Omani
company (the "Project Company")to implement the project, (b) have
the government provide 800,000 square meters (about 200 acres) of
beachfront land for the Project in return for the government
being an equity participant in the Project Company, (c)have the
government provide additional land as necessary to assure the
Project's agreed upon financial returns, and (d) have the
government underwrite any possible losses in the cultural and
heritage portions of the Project.

As of the date hereof, JOL and its likely strategic partner are
preparing the master plan for the Project in Oman as required by
the MOU. The MOU, which is not a legally binding agreement,
contemplates that the parties will enter into a legally binding
agreement for the Project before December 31, 2005, which date
may be extended by the parties depending upon the progress of the
master planning of the Project.

The implementation of the Project in Oman precludes an identical
such project in any of the nearby GCC countries.

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

On May 25, 2005, Alfa and JOL executed a definitive agreement
("Agreement") whereby Alfa agreed to acquire JOL in exchange for
such number of shares of the common stock of Alfa as would equal
approximately 50% of the issued and outstanding shares of common
stock of Alfa (after giving effect to the conversion of Alfa's
Series B Preferred Stock)immediately following such acquisition.
The Agreement specified certain conditions precedent to the
acquisition of JOL by Alfa, including, among other matters, the
execution of the above mentioned MOU between JOL and the
government of the Sultanate of Oman with respect to the Project,
and approval of the Agreement by the Boards of Directors and a
majority of the shareholders of Alfa and of JOL. As of the date
                            (25)

<PAGE>

of this report, the MOU has been signed and Alfa and JOL are
taking such steps as are necessary to consummate the acquisition.


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 in New
Jersey is leased by Contact on a month to month basis from an
unaffiliated third party.


RESULTS OF OPERATIONS:

THREE MONTHS ENDED JUNE 30,2005 vs.
THREE MONTHS ENDED JUNE 30,2004

Revenue in the second quarter of 2005 was $42,197, compared to
$10,033 in the second quarter of 2004. This increase of $32,164
(320%) as compared to the same period in 2004 is attributable to
increased sales at Contact Sports resulting from deliveries
during the second quarter of 2005 of previously booked orders.
The current sales order backlog at Contact is $180,810. The cost
of sales for the second quarter of 2005 was $38,165 (90%) and was
negatively affected by the $18,807 inventory write-down of
existing consignment inventory at a customer's location. The
Company believes it's cost of sales will be between 50% and 60%
once it starts filling customers' sales orders from ongoing
production. Contact's normal pricing carries an average gross
profit percentage of approximately 50%. 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 $111,095 during
the second quarter of 2005, compared to $239,827 in the second
quarter of 2004. This decrease of $128,732 (54%) was primarily
attributable to the Company's stringent cost cutting during the
period including salaries and consulting fees for internal
accounting services.

Contact's marketing and promotional expenditures were not
significant during the period but are expected, subject to the
availability of financial resources, to be quite substantial in
the future as the Company continues to market Contact's product
line.

The Company incurred a net loss from operations of $108,672
during the second quarter of 2005 as compared to a net loss from

                            (26)
<PAGE>

operations of $231,890 during the second quarter of 2004. This
$123,218 (53%) decrease in the Company's loss was attributable to
the above-mentioned increases in sales revenue at Contact
combined with the reduction in operating costs. The Company is
experiencing these continued losses due to an insufficient level
of sales at Contact.

The Company will need to further increase sales at Contact in
order to attain profitability.


SIX MONTHS ENDED JUNE 30,2005 vs.
SIX MONTHS ENDED JUNE 30,2004

Revenue in the first six months of 2005 was $44,834, compared to
$26,628 in the first six months of 2004. This increase of $18,206
(68%) as compared to the same period in 2004 is attributable to
increased sales at Contact Sports during the second quarter of
2005 as mentioned above. The current sales order backlog at
Contact is $180,810. The cost of sales for the first six months
of 2005 was $60,594 (135%) and was negatively affected by the
$18,807 inventory write-down during the second quarter of
existing consignment inventory at a customer's location. The
Company believes it's cost of sales will be between 50% and 60%
once it starts filling customers' sales orders from ongoing
production. Contact's normal pricing carries an average gross
profit percentage of approximately 50%. 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 $218,491 during
the second quarter of 2005, compared to $531,796 in the second
quarter of 2004. This decrease of $313,305 (59%) was primarily
attributable to the Company's stringent cost cutting during the
period including salaries and consulting fees for internal
accounting services.

Contact's marketing and promotional expenditures were not
significant during the period but are expected, subject to the
availability of financial resources, to be quite substantial in
the future as the Company continues to market Contact's product
line.

The Company incurred a net loss from operations of $234,468
during the first six months of 2005 as compared to a net loss
from operations of $523,704 during the first six months of 2004.
This $289,236 (55%) decrease in the Company's loss was

                            (27)
<PAGE>

attributable to the above-mentioned increases in sales revenue at
Contact combined with the reduction in operating costs. The
Company is experiencing these continued losses due to an
insufficient level of sales at Contact.

The Company will need to further increase sales at Contact in
order to attain profitability.

Management believes that Contact's ongoing sales efforts, while
not supported by the desired advertising and marketing
expenditures at present, will increase its order backlog and
result in sales revenue in future periods. To be truly effective,
Contact's sales efforts should be supported by concurrent
advertising expenditures, which cannot be presently undertaken
due to the Company's weak financial position. 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.

Contact must substantially increase its sales in order for the
Company to attain profitability. Management believes that
Contact's insufficient level of sales will result in negative
cash flows in the second half of 2005 but that positive cash flow
and a profitable level of sales may be attained in the first half
of fiscal year 2006 as a result of ongoing sales efforts. In
previous reports management had stated its belief that such sales
performance and positive cash flow at Contact might occur in
2005. Unpredictable delays in the order taking process at Contact
and a lack of the necessary financial resources often cause
future events to not develop as forecast and management's
estimates have routinely required adjustment. No assurance
therefore can be given that such positive cash flow or profitable
operations will be attained during the first half of 2005.


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 from operations for the six months ended
June 30, 2005 was $279,302. During the six months ended June 30,

                            (28)
<PAGE>

2005, the Company had a negative cash flow from operations but
also had a net change in its cash and equivalents of $139,546 - a
positive cash flow as compared to a negative cash flow of
$(139,328) in the six months ended June 30, 2004. This positive
cash flow resulted primarily from sales of the Company's equity
securities during the six months ended June 30, 2005.

At June 30, 2005, the Company had a working capital deficit of
$(193,545), compared to a working capital deficit of $(162,116)
at December 31, 2004. The $31,429 reduction in working capital
was primarily attributable to increases in customer deposits,
accrued payroll and dividends payable, net of the proceeds from
sales of the Company's equity securities during the period. Of
the $424,083 of current liabilities at June 30, 2005, - $286,569
or 67.5% represent amounts which are either (i) due to officers
or affiliates or (ii) may be paid in common stock in lieu of
cash.

The $151,385 of funds used by operating activities in the first
six months of 2005 resulted primarily from the net loss of
$234,468 and increases in inventory, prepaid expenses and a
reduction in accounts payable, net of increases in customer
deposits and accrued expenses.

Funds totaling $800 were invested in the first six months of 2005
in computer equipment.

Funds totaling $291,731 were provided by financing activities
during the first six months of fiscal 2005 from net proceeds
realized from the sales of common and preferred stock and from
loans from an affiliate.

As a result of the foregoing, the Company had a cash balance at
June 30, 2005 of $139,546 as compared to no cash balance at
December 31, 2004.

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. Because of the substantial uncertainties
discussed herein, however, the Company can give no assurance that
it will attain the aforesaid objectives with respect to bookings,
shipments or sales in the timetables described, or in any
timetable.

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

                            (29)

<PAGE>

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 the date hereof, Alfa has 4,100,500 warrants outstanding at
an exercise price of $0.75 per share of Common Stock. The Company
reduced the exercise price of the warrants to $0.60 for the
period beginning June 7, 2005 and ending August 12, 2005. During
the second quarter of 2005 warrant holders exercised 188,500
warrants at the reduced exercise price of $0.60 per share and the
Company received net proceeds there from of $102,090. Subsequent
to June 30, 2005 an additional 65,000 warrants were exercised at
the reduced exercise price of $0.60 per share and the Company
received net proceeds there from of $35,400. The reduced exercise
period has expired and the remaining 4,100,500 unexercised
warrants are exercisable at $0.75 per share and expire on
September 30, 2006.

During the first six months of 2005, the Company sold 1,450
shares of its Series B Preferred Stock and received net proceeds
there from of $29,000. 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. Alfa is presently
in discussions with an institutional investment fund with regard
to such fund providing financing to Alfa, but the Company can
give no assurance that such discussions will be concluded
positively or at all.

To assist in selling all retailers, including the credit-
deficient small independent retailers, Contact has entered into
a one-year Agreement with a company specializing in factoring
receivables.  This Agreement commenced in March 2004 and
encompasses both USA sales and any foreign sales made by Contact
that Contact, in its sole discretion, chooses to assign to the
factor.  The Agreement is deemed renewed from year to year
following the initial term unless terminated with notice by
either party and currently remains in effect. Contact is
considering entering into a new Agreement with the same company
that will maintain all of the current factoring provisions but
will also add a borrowing provision against receivables. There
can be no assurance that such an agreement can be concluded
between the Company and its factor on mutually satisfactory
terms. 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

                            (30)
<PAGE>
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
with the stipulation that the minimum monthly amount of such
payments will be at least $1,125. For a select number of high
risk accounts, defined as Debtors-in-Possession or special
accounts, the factor is entitled to receive a surcharge of up to
3% of the assigned receivable. 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.

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, the Company's 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.




                    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

                            (31)
<PAGE>

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

On May 23, 2005, the Company filed a Form 8-K, which filing
discussed (1) the approval by Alfa's Board of Directors of the
acquisition of JOL, and (2) the change of Alfa's corporate
domicile from New Jersey to Delaware.

On June 6, 2005, the Company filed a Form 8-K, which filing
discussed the reduced the "Reduced Price Exercise Period" during
which time the exercise price of the Company's 4,354,000 then
outstanding warrants which are exercisable at $0.75 per share (the
"Warrants") was reduced to sixty cents ($0.60) per share.

On June 24, 2005, the Company filed a Form 8-K, which filing
discussed the resignation of Mr. Kye Giscombe as a Company
director and the appointment of Mr. Lombardo as an outside
Director of the Company.

On July 22, 2005, the Company filed a Form 8-K, which filing
discussed the extension of the reduced "Reduced Price Exercise
Period"  until August 12, 2005.

On August1, 2005, the Company filed a Form 8-K, which filing
discussed the Registrant's intention to proceed with its
previously announced acquisition of Journey of Light, Inc.
("JOL") subsequent to the accomplishment of a condition precedent
to such acquisition.






                     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, 2005 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;


                            (32)
<PAGE>

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
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 material
weaknesses, if any, in internal controls; and

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.




                            (33)
<PAGE>

Date: August 21, 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
Holdings Corp. on Form 10-QSB for the period ended June 30, 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 Holdings Corp.



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


August 21, 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.

                            (34)
<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, 2005          ALFA INTERNATIONAL CORP.
                                  (Registrant)


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

                            (35)