<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: September 30, 2004
                                ------------------

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


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


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


      350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
      --------------------------------------------------
            (Address of principal executive offices)


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


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   [x] Yes   [ ] No


As of November 22, 2004, the registrant had outstanding
11,097,728 shares of Common Stock, par value $.01 per share.

                            (1)
<PAGE>
                 ALFA INTERNATIONAL CORP.
                         INDEX
             PART I - FINANCIAL INFORMATION

ITEM 1:     FINANCIAL STATEMENTS

    CONSOLIDATED BALANCE SHEETS:
    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

    CONSOLIDATED STATEMENTS OF OPERATIONS:
    THREE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003

    NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003

    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:

    NINE MONTHS ENDED SEPTEMBER 30, 2004

    CONSOLIDATED STATEMENTS OF CASH FLOWS:
    NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003

    NOTES TO FINANCIAL STATEMENTS


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

ITEM 3:  CONTROLS AND PROCEDURES

         PART II - OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K
         SIGNATURES

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,

                            (2)
<PAGE>

and are subject to, known and unknown risks, uncertainties and
other factors which could cause the Company's actual results,
financial or operating performance or achievements to differ
from future results, financial or operating performance or
achievements expressed or implied by such forward-looking
statements. Projections and assumptions contained and expressed
herein were reasonably based on information available to the
Company at the time so furnished and as of the date of this
filing. All such projections and assumptions are subject to
significant uncertainties and contingencies, many of which are
beyond the Company's control, and no assurance can be given that
the projections will be realized. Potential investors are
cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release any revisions to
these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence
of unanticipated events.

































                            (3)
<PAGE>

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


<CAPTION>

                                    September 30      December 31,
                                        2004              2003
ASSETS                              -------------     -----------
                                     (Unaudited)        (Note 1)


<S>                                 <C>               <C>
CURRENT ASSETS:
Cash                                  $   2,844        $ 191,665
Accounts Receivable                       9,469            1,212
Inventory, net of reserves              147,547           83,229
Advances to affiliate                         -          397,179
Prepaid and other current assets         50,531           12,836
                                       --------         --------
        Total Current Assets            210,391          686,121
                                       --------         --------

PROPERTY AND EQUIPMENT:
  Office & Computer Equipment            95,803           86,005
  General Plant                          17,799           17,799
  Furniture & Fixtures                   15,951           13,320
  Leasehold Improvements                    866              866
                                       --------         --------
                                        130,419          117,990
  Less:  Accumulated depreciation       (86,883)         (75,980)
                                       --------         --------
                                         43,536           42,010
                                       --------         --------

OTHER ASSETS:
Deposits and Investments                 12,524           22,164
                                       --------          --------
                                         12,524           22,164
                                       --------         --------

Total Assets                          $ 266,451        $ 750,295
                                       --------         --------




                            (4)
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $  47,743         $ 22,967
Accrued payroll                          48,464           29,714
Dividends payable                      154,000               -
Due to affiliate                        30,733
Accrued expenses and other
  current liabilities                    9,683          109,974
                                       ---------        --------
        Total Current Liabilities       290,623          162,655
                                       ---------        --------

COMMITMENTS
STOCKHOLDERS' EQUITY:

Undesignated preferred stock:
Authorized - 850,000 shares
Issued and outstanding - none
Series B preferred stock; $.01 par
value. Authorized-150,000 shares
Issued and outstanding:
106,588 shares at September 30, 2004
 95,375 shares at December 31, 2003      1,066              954
Common stock - $ .01 par value
 Authorized - 15,000,000 shares
 Issued and outstanding;
  11,097,728 shares at
    September 30, 2004
  10,947,728 shares at
    December 31, 2003
                                       110,977           109,477
Capital in excess of par value        8,214,037         7,921,601
Retained earnings (deficit)          (8,350,252)       (7,444,392)
                                     ----------        ----------
Stockholders' Equity (Deficit)       (24,172)          587,640
                                  ----------        ---------
  Total Liabilities & Equity        $  266,451        $  750,295


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




                            (5)


<PAGE>
<TABLE>
                         ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                         ------------------------------------------
                                            (UNAUDITED)                (UNAUDITED)
<CAPTION>
                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                         September 30,                September 30,
                                      ----------------------      ----------------------
                                        2004          2003          2004         2003
                                        ----          ----          ----         ----
<S>                                <C>           <C>           <C>          <C>
REVENUES:
Net sales                            $   36,426    $    9,667    $   63,054    $   12,758
                                      ---------     ---------     ---------     ---------

COSTS AND EXPENSES:
Cost of sales                            25,989         2,276        42,577         7,469
Selling, general and administrative     223,285       182,775       755,081       479,902
Interest (income) expense                    88       (   345)           (2)      ( 1,100)
Miscellaneous (Income) Expense           12,806           -          13,767            -
Income taxes                              2,415                       3,492
                                      ---------     ---------     ---------     ---------
                                        264,583       184,706       814,915       486,271
                                      ---------     ---------     ---------     ---------

NET LOSS                             $ (228,157)   $ (175,039)   $ (751,861)   $ (473,513)
                                      ---------     ---------     ---------     ---------

PREFERRED STOCK DIVIDENDS            $   53,625    $   34,973    $  154,000    $   85,932
                                     ----------    ----------    ----------    -----------

LOSS APPLICABLE TO
COMMON STOCKHOLDERS                  $ (281,782)   $ (210,012)   $ (905,861)   $ (559,445)
                                       ---------    ----------    -----------   -----------


BASIC & DILUTED LOSS PER COMMON SHARE    (.03)       $ (.02)      $  (.08)      $  (.05)
                                         -----         -----         -----         -----
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                 11,097,728    10,803,348    11,003,932    10,803,348


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

</TABLE>
























                                                (6)

<PAGE>
<TABLE>
                         ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              ----------------------------------------------------------
                                  (UNAUDITED)
<CAPTION>
                    Common Stock          Preferred Stock
                  ----------------        -----------------  Capital in    Retained
                              Par                   Par      Excess of     Earnings
                  Shares      Value       Shares   Value     Par Value     (Deficit)
                  ------      ------      ------   -----     ---------    ---------
<S>               <C>         <C>        <C>      <C>       <C>            <C>
Balances At
 December 31,
 2003              10,947,728  $ 109,477   95,375  $  954    $ 7,921,601    $(7,444,391)

Issuance of
 common stock
 for consulting
 services             150,000      1,500                           9,000
Issuance of
 preferred stock
 for cash, net of
 expenses                  -               11,213  $  112        283,436
Preferred stock
 dividends                                                                     (154,000)

Net loss                   -          -        -       -          -            (751,861)
                   ----------    -------- ------- -------    -----------     -----------
Balances At
September 30, 2004 11,097,728   $ 110,977  106,588  $1,066    $ 8,214,037   $(8,350,252)
                  ----------   ---------  -------  ------    -----------     -----------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                                (7)

<PAGE>
<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                        ----------------------------------------
                                                           (UNAUDITED)
<CAPTION>
                                                        Nine Months Ended
                                                            September 30,
                                                        ----------------
                                                       2004          2003
                                                       ----          ----
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                         $ (751,861)   $ (473,513)
  Adjustments to reconcile net loss to net
  cash flows from operating activities:
   Depreciation and amortization                       10,903         1,800
   Inventory reserve                                  (95,947)        1,080
   Stock issued for consulting services                10,500        15,733
   Changes in operating assets and liabilities:
    Accounts receivable                               ( 8,257)      ( 7,146)
    Inventories                                        31,629       (57,918)
    Prepaid expenses and other current assets        ( 27,695)       13,459
    Accounts payable                                   24,776        16,825
    Other assets                                           -        (22,154)
    Accrued expenses and other current liabilities   ( 81,540)      (35,359)
                                                    ---------     ---------
      Net cash flows from operating activities       (887,492)     (547,193)


CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment              (12,429)      (54,696)
  Note Receivable                                          -          4,479
  Repayment from (Advance to) affiliate - net         397,179      (185,975)
  Security deposits                                      (360)
                                                      ---------     ---------
      Net cash flows from investing activities        384,390      (236,192)


CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from issuance of preferred stock       283,548       849,439
  Advances from affiliate                              30,733             -
                                                    ---------     ---------
      Net cash flows from financing activities        314,281       849,439

NET CHANGE IN CASH                                   (188,821)       66,054
                                                      ---------    --------

CASH, BEGINNING OF PERIOD                             191,665       144,972
                                                    ---------     ---------

CASH, END OF PERIOD                                 $   2,844    $  211,026
                                                    ---------     ---------

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (refunded)                        $   3,492     $    (398)
                                                    ---------     ---------
Interest paid                                              -             -
                                                    ---------     ---------

NON-CASH FINANCING ACTIVITIES:

Preferred stock dividend                            $154,000         85,932
                                                    --------      ---------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>





                                                (8)



<PAGE>
            ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION

The consolidated balance sheet for Alfa International Corp. 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, 2003 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 of its 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, 2003.

Principles of Consolidation - The consolidated financial
statements include the accounts of Alfa International 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
reasonable approximations of their fair values, based on market
information available to management.
                            (9)
<PAGE>
     Estimates and Uncertainties - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results, as
determined at a later date, could differ from those estimates.

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

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

     Inventories - Inventories are stated at the lower of cost
(first-in, first-out method) or market. Management believes that
the reserves of $12,232 and $108,179 at September 30, 2004 and
December 31, 2003, respectively, are adequate. The reduction of
$95,947 in inventory reserves in the first nine months of 2004
relates to the write-off of obsolete inventory, for which a full
100% reserve had been established in prior fiscal periods.

     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 costs of approximately $93,784 and $153,485
for the nine months ended September 30, 2004 and September 30,
2003,respectively, were expensed as incurred.

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

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

                             (10)



<PAGE>
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
nine-month periods ended September 30, 2004 and 2003 (unaudited):
<TABLE>
<CAPTION>

                                        3 Mos. Ended September 30  9 Mos. Ended September 30
                                        ----------------------     ----------------------
                                           2004        2003            2004          2003
                                        ----------  ----------     ----------  ----------
<CAPTION>

<S>                                     <C>         <C>             <C>         <C>

Net loss applicable to common
 shareholders, as reported              $(281,782)  $(210,012)     $(905,861)  $(559,445)
Deduct:
Total stock-based employee
 compensation determined under
 fair value method for stock
 options, net of tax                     ( 15,994)   (  3,148)      ( 15,994)    ( 9,444)
                                        ----------   ---------      ---------   ----------
Pro forma loss applicable
 to common stockholders                 $(297,776)  $(213,160)      $(921,855) $(568,889)
                                        ==========  =========       =========   ==========
Basic loss per share, as reported       $  (0.03)   $   (0.02)        $ (0.08)   $ (0.05)
                                        =========   =========        ========    ========
Basic loss per share, pro forma         $  (0.03)   $   (0.02)        $ (0.08)   $ (0.05)
                                        =========   =========        ========    ========
Diluted loss per share, as reported     $  (0.03)   $   (0.02)        $ (0.08)   $ (0.05)
                                        =========   =========        ========    ========
Diluted loss per share, pro forma       $  (0.03)   $   (0.02)        $ (0.08)   $ (0.05)
                                        =========   =========        ========    ========
</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 attain profitable
operations and procure additional financing. However, there can
be no assurance that the Company will attain profitable
operations or obtain additional financing.

NOTE 3 - JOURNEY OF LIGHT, INC.

Journey of Light, Inc. ("JOL") was incorporated on October 14,
2003 under the laws of the State of Delaware. Mr. Frank J.
Drohan, JOL's President, Chief Executive Officer and one of its
founding shareholders is also Chairman and Chief Executive
Officer of Alfa International Corp. Alfa holds an option to
acquire JOL.

Under the terms of the Alfa-JOL Agreement dated November 1, 2003,
Alfa: (a)acquired 100,000 shares of JOL's common stock at a
price of $0.0001 per share for a total purchase price of Ten
dollars ($10); and (b)was granted the option to acquire JOL (the
"Merger Option").

JOL and the Government of Qatar ("Government") are parties to a
contract (the "Qatar Contract") which contemplates: (i) JOL's
completion of a feasibility study ("Study") for the "Qatar
Project", (ii) the Government approving or rejecting such Study,


                            (12)
<PAGE>

and (iii) JOL's and the Government's subsequently entering into
the definitive agreement (the "Final Contract") for the
development of a parcel of land in Doha, Qatar. The Qatar
Contract contemplates that, assuming the Study is approved, by
the Government, the Final Contract would be signed within sixty
(60) days after such approval. JOL completed and delivered the
Study in June 2004 and is awaiting the Government's action.

Alfa must give notice to JOL of its intention to exercise the
Merger Option no later than ninety (90) U.S. business days after
the Final Contract Date. Alfa, therefore, may, if it chooses,
delay its decision to exercise the Merger Option until it is
assured that the Study is approved and the Final Contract is
signed, and possibly until Alfa is further assured that the
Construction Financing is in place. The Merger may, in Alfa's
sole discretion, be structured as a merger of JOL with Alfa or
with a subsidiary of Alfa. The parties have agreed that, if Alfa
exercises the Merger Option, Alfa may, prior to consummating the
Merger, and in Alfa's sole discretion, sell, spin off or
otherwise dispose of any operating subsidiaries which Alfa may
then have. If unexercised, the Merger Option will expire on the
ninety-first (91st) U. S. business day after the Final Contract
Date. The consummation of the Merger (should it be proposed)
would be subject to the approval of the Alfa shareholders.

JOL's management has determined that the construction of the
Qatar Project, as presently conceived, will require approximately
400 million dollars of construction financing (the "Construction
Financing")and may require additional Construction Financing
depending upon the outcome of final negotiations with the
Government which contemplate an expansion of the project.

NOTE 4 - CONSULTING AGREEMENTS

The Company is or was a party to several consulting agreements
with different parties as follows:

A. Consulting Agreement, Settlement Agreement and Note
Receivable:
------------------------------------------------------

On February 27, 2002 the Company entered into a three-year
consulting agreement beginning March 1, 2002, whereby the
consultant provided advice relating to future acquisitions,
marketing and promotional activities, securing licensees for
future Contact Sports product lines, obtaining debt financing and
raising capital. On April 30, 2004, the Company and the
consultant entered into a Settlement and Termination Agreement
(the "Settlement Agreement"). Among other things, the Settlement
Agreement (i) provided for the termination of the consulting
agreement, (ii)relieved Alfa from any obligation it had under the
                            (13)
<PAGE>

consulting agreement to issue any shares of the Company's common
stock ("Common Stock") to the Consultant, (iii)provided for the
indemnification of the Company by the consultant with respect to
any third party claims arising out of the consulting agreement,
(iv) settled a dispute regarding the Company's offsetting 300,000
shares of Common Stock held as collateral to pay part of a note
owed to the Company by a predecessor company to the consultant,
(v)settled the payment of the Note,(vi) provided for the
retention by the consultant of the $1,496,871 in fees paid it
during the term of the consulting agreement, and (vii)settled
outstanding amounts owed to the Company by the consultant.
Pursuant to the Settlement Agreement, the Company issued a
warrant entitling the consultant to purchase up to 500,000 shares
of Common Stock at $0.13 per share or a total of $65,000. The
warrant is valid for two years from the date of issue.

B. Consulting Agreement:
   ---------------------

In January 2003, the Company entered into an agreement with a
consultant, whereby the consultant will provide the Company with
sales, marketing and general business consulting services. The
agreement expires in December 2004 and, as amended, requires (i)
remuneration of $120,000 over the term of the agreement and (ii)
the issuance to such consultant of shares of the Company's Common
Stock. In February 2003, pursuant to the agreement the consultant
was issued 314,688 shares of Common Stock and, in June 2004,
pursuant to an amendment to the agreement which reduced the total
cash fee from $180,000 to $120,000 the consultant was issued an
additional 50,000 shares of Common Stock.

C. Consulting Agreement:
   ---------------------
Effective June 1, 2004 the Company entered into a two-year
consulting agreement whereby the consultant will assist the
Company in its capital raising activities, financial public
relations activities and provide advice relating to (i) future
acquisitions and their structure and (ii) the Company's marketing
and promotional activities. The Company will pay a fee to the
consultant for any acquisition (other than JOL) for which the
consultant made an introduction and which is completed by Alfa
during the term of the consulting agreement. Pursuant to the
agreement Alfa will (i) issue a warrant to the consultant for
250,000 shares of its unregistered and restricted Common Stock at
a warrant exercise price of $0.14 per share, and (ii) contingent
upon and in proportion to the sale of the remaining 88.675 Units
in the Company's ongoing private placement of its stock, pay a
fee of up to $700,000 to the consultant, giving consideration to
the Company's cash flow from operations. The Agreement is
terminable by either party by giving 30days notice in writing.

                            (14)
<PAGE>


D. Counsel / Consulting Agreement:
   ------------------------------

In June 2004, the Company issued 100,000 shares of its
unregistered and restricted Common Stock to its outside legal
counsel in exchange for an agreement with such legal counsel for
significantly reduced billing rates for the Company for the two
year period beginning June 2004. The agreement between the
Company and its outside counsel is memorialized in an exchange of
correspondence between them.


NOTE 5 - 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 The Company is conducting
a Private Placement of its securities ("Units"). In August 2003,
the Company amended its then-existing agreement (the "Broker-
Dealer Agreement") with a registered broker dealer and increased
the Private Placement from 150 Units to 200 Units. The Broker-
Dealer Agreement was terminated in 2004. The Company thereafter
increased the Private Placement to a total of 300 Units and is
presently negotiating with another broker-dealer/investment
banker to assist the Company with its capital raising and
investor awareness programs.

During the nine months ended September 30, 2004, the Company sold
11,213 shares of its Series B Preferred Stock and 448,520
warrants. Net proceeds from sales of the Company's Series B
Preferred Stock totaled $283,548 during the nine months ended
September 30, 2004.

The Series B Redeemable Convertible Preferred Stock has been
excluded from the computation of diluted earnings per share for
the three and nine-month periods ended September 30, 2004, as the
conversion would be anti-dilutive after adding back preferred
stock dividends to net loss.












                            (15)
<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 has established inventory
reserves to cover losses anticipated from inventory items
becoming either non-saleable or saleable only at greatly reduced
"close-out" prices due to (i) obsolete inventory acquired at the
time of the acquisition of Contact Sports, or (2) inventory
associated with the discontinued retail business at Ty-Breakers.
A total of $95,947 of such inventories have been sold or disposed
of and along with the associated reserves have been written off
in 2004. 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.
Management believes that the Company's reserves are adequate.

                            (16)
<PAGE>

Contact Sports
--------------
Contact is in the business of designing, manufacturing and
marketing a unique line of fashion-forward athletic and
lifestyleapparel. Several collections of basketball athletic
shorts andjerseys have been designed and manufactured, in
addition to a collection of fashion-right quality T-Shirt designs
and a fashionable urban assortment of sweat suits, jackets and
outerwear. The entire line is moderately priced with high
perceived value for distribution to department and sport
specialty stores on both the regional and national levels. 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 launched its product line in the third quarter of 2003 at
the MAGIC show held in Las Vegas. The MAGIC show is the premier -
twice a year - trade show held by the fashion/apparel business
and is attended by thousands of retailers from across the United
States and foreign countries. Contact also exhibited at the 2004
MAGIC Shows and plans to continue to do so in 2005.

Holiday 2004 orders (i.e. fourth quarter of 2004) are completed.
As of the date hereof,$24,038 of sales have been booked for
delivery in the fourth quarter, while $54,864 of consignment
inventory is currently being tested in one regional big box
sports specialty chain during the Holiday season.

The larger national and regional sporting goods retailers and
department stores are generally reluctant to risk carrying an
emerging branded product such as Contact Sports. Several high-
level meetings with such stores have been held regarding orders
for Spring 2005 deliveries of Contact's young men's product.
Contact sees the 14 to 29 year old male demographic with the
greatest sales volume potential. Samples for the 8 to 20 youth
market were produced in the third quarter for presentation to the
same regional and national retailers.  While buyers for the youth
market are typically different and establishing new buyer
relationships is required, Contact has presented its line to
several of the same young men's target retailers for Spring 2005
test orders. Negotiations for both markets 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.

Contact continues to support its product line with advertising
and marketing efforts targeted to the markets where the retail
stores carrying Contact's products are located and intends 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
                            (17)
<PAGE>

print and billboard advertisements as well as a marketing and
public relations campaign aimed at creating demand at the
consumer level. The foregoing will be targeted to the
geographical areas where the retail stores carrying Contact's
products are located.

Additional advertising is planned to be rolled out in 2005 in
conjunction with product deliveries to retailers. The Contact
marketing plan is particularly directed at positioning and
establishing a "brand identity" for Contact. The Company views
the use of professional athletes and nationally-known recording
artists as "Contact spokespersons" in the print and video
advertising campaign as very important to this branding effort,
and the advertising campaign will feature such Contact
spokes-persons in video, voice and print. The marketing campaign
is intended to establish and reinforce the Contact Sports brand.
Commercials are planned to air - in conjunction with product
deliveries to retail stores - on ESPN, ESPN2, BET, MTV and
popular local radio stations.

Contact's "product placement" consultant has been successful in
getting Contact's products strategically placed in various media
outlets. The Company plans to continue to expend a significant
amount of its resources on the marketing effort for Contact's
products and on a "brand awareness" campaign for Contact.

The Contact Sports website at www.contactsports.net contains
much of the film and audio contained in the marketing and public
relations campaign. Consumers and retailers may view Contact's
product line, sample commercials and other marketing materials
where the Company's spokespersons are prominently presented.

Contact designs its products in-house. Its apparel products are
manufactured by unaffiliated third parties in the United States
and Asia.

Contact has also 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 to retail
stores where such private label sales represent a substantial
percentage of all products sold. Contact created this secondary
revenue stream in a manner that will not interfere with or damage
the Contact brand. To date Contact is negotiating for 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.


                            (18)
<PAGE>

Management is focusing on the sales and marketing of Contact's
products.

Alfa & Contact and Mr. Jack A. Smith, the founder and former
chief executive of The Sports Authority - one of the nation's
premier sports specialty retailers - entered into a two-year
consulting agreement  effective January 1, 2003, under which Mr.
Smith, among other things, agreed to provide Contact with
management, business and marketing consulting services.


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

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.

Other than enumerated above, Ty-Breakers has essentially
discontinued its active marketing programs.

Ty-Breakers purchases all of its Tyvek requirements directly
from Du Pont in the United States or from DuPont's Asian agent.
The inability or failure of DuPont 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.


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


                            (19)
<PAGE>

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 holds an
option to acquire JOL.

     On April 30, 2003, Journey of Light (Jersey), Ltd. ("JOL-
Jersey") signed a contract (the "Contract") with the Government
of Qatar (the "Government") which contemplates the development,
by JOL-Jersey of approximately 200 acres of waterfront real
estate in Doha, Qatar (the "Site") and the ownership and
operation by JOL-Jersey of the business entities developed on the
Site(the "Project").The Contract specifies that the Government
will lease the Site to JOL-Jersey for 99 years at the nominal
rate of $10,000 per year. On October 17, 2003, JOL-Jersey
assigned all of its rights and obligations under the Contract to
JOL. On November 1, 2003 JOL, Alfa and JOL-Jersey entered into an
agreement (the "Alfa-JOL Agreement") which superseded and
replaced all prior agreements between Alfa and JOL-Jersey,
whereby: (i) JOL assumed JOL-Jersey's obligations to Alfa that
JOL-Jersey had incurred prior to November 1, 2003; (ii) Alfa was
issued 100,000 shares of JOL's common stock in exchange for
payment by Alfa of ten dollars ($10); and (iii) Alfa was granted
an option to acquire JOL (the "Merger Option").

There are many conditions precedent which must be accomplished
prior to the Merger Option being exercised by Alfa's Board of
Directors. Alfa must give notice to JOL of its intention to
exercise the Merger Option no later than ninety (90) U.S.
business days after the Final Contract Date.

If unexercised, the Merger Option will expire on the ninety-
first (91st) U. S. business day after the Final Contract Date.
The consummation of the Merger, if recommended by Alfa's Board of
Directors, would be subject to the approval of the Alfa
shareholders.

Prior to January 2004, JOL and JOL-Jersey had financed their
operations principally through cash advances from Alfa. At
September 30, 2004, such advances had been paid in full to Alfa
by JOL and at such date JOL had made advances totaling $30,733 to
Alfa.

STATUS
------

JOL completed the Feasibility Study for the Project and delivered
it to the Government on June 1, 2004. The Contract specifies that
                            (20)
<PAGE>

the Government has 60 days after such delivery (i.e. until July
31, 2004) to approve or reject the Feasibility Study. In July,
2004, the Government requested, and JOL granted, an extension of
this time limit to September 30, 2004 and subsequently to
November 30, 2004. JOL is expecting the Government's decision and
comments shortly with respect to the Feasibility Study. Upon the
Government's approval of the Feasibility Study (should that
occur), the Government will be obligated to reimburse JOL one
hundred thousand dollars ($100,000) for a portion of its costs
incurred in completing the Feasibility Study. Immediately upon
the start of the construction of the Project, the Government is
likewise obligated to reimburse JOL an additional nine hundred
thousand dollars ($900,000)of such costs. The Contract specifies
that JOL and the Government will sign a Final Contract within
sixty (60) days after the approval of the Feasibility Study.
Under the terms of the Final Contract, if executed, JOL expects,
among other things, to be granted a 99-year lease on
approximately 200 acres of prime waterfront real estate in
Qatar's capital city of Doha.

If and when the feasibility study is approved, the actual
construction of Phase 1 of the Qatar Project is presently
estimated to require approximately $400 million dollars of
construction financing (the "Construction Financing"). The Qatar
Project would be owned and operated by JOL.

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 at 111 Port
Jersey Boulevard, Jersey City, NJ 07305 is leased by Contact on a
month to month basis from an unaffiliated third party.


RESULTS OF OPERATIONS:

THREE MONTHS ENDED SEPTEMBER 30,2004 vs.
THREE MONTHS ENDED SEPTEMBER 30,2003

Revenue in the third quarter of 2004 was $36,426, an increase of
$26,759 as compared to the same period in 2003. The current sales
order backlog at Contact is $24,038 and $54,864 of consignment
inventory is currently being tested in a multi-store sports
speciality retailer in the Mid-West. The cost of sales percentage
for the third quarter of 2004 was 71%, which is higher than what
the Company believes it will incur once it starts filling
customers' sales orders from ongoing production. Contact's normal
pricing carries a 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

                            (21)
<PAGE>
orders. Significant inventories of unsold products are not
expected to be maintained by Contact.Selling, general and
administrative expenses were $223,285 during the third quarter of
2004, compared to $182,775 in the third quarter of 2003. This
increase of $40,510 (22%) was the result of: (1) higher expenses
in Contact for salaries, rent, marketing, promotion and
administrative charges net of reductions in Contact's trade show
expenses.

Contact's marketing and promotional expenditures, including
future expenses associated with the trade shows, are expected to
continue to be quite substantial as the Company continues to
market Contact's product line. Such anticipated marketing and
promotional expenditures are contingent upon the Company's
ability to obtain additional financing and/or obtain a level of
profitable sales that provides positive cash flow from
operations.

The Company incurred a net loss of $228,157 during the third
quarter of 2004 as compared to a net loss of $175,039 during the
third quarter of 2003. The $53,118 (30%) increase in the
Company's loss resulted from higher operating costs which were
not offset by a sufficient increase in sales. The Company is
experiencing continued losses due to an insufficient level of
sales.

The Company will need to significantly increase sales in order to
attain profitability. Management believes that Contact and the
Company will continue to generate negative cash flows for the
Company during the second half of 2004 but that a profitable
level of sales may be attained in the first half of fiscal year
2005 as a result of Contact's marketing and sales efforts. There
can be, however, no assurance that profitable operations will be
attained during the first half of 2005.


NINE MONTHS ENDED SEPTEMBER 30,2004 vs.
NINE MONTHS ENDED SEPTEMBER 30,2003

Revenue for the nine months ended September 30, 2004 was $63,054,
an increase of $50,296 over the nine months ended September 30,
2004. The current sales order backlog at Contact is $24,038 and
$54,864 of consignment inventory is currently being tested in a
multi-store sports speciality retailer in the Mid-West. The cost
of sales percentage for the nine months ended September 30, 2004,
at 68%, was elevated principally due to the Company's public
warehousing expenses which were not absorbed by sales revenue.
Contact has entered into a service agreement with its public
warehousing firm in preparation for anticipated sales activity.
The cost of sales percentage in the nine months ended September
30, 2004 was higher than what the Company believes it will incur

                            (22)
<PAGE>
once it starts filling customers' sales orders from ongoing
production. Contact's normal pricing carries a 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 $755,081 during
the nine months ended September 30, 2004, compared to $479,902 in
the nine months ended September 30, 2003. This increase of
$275,179 (57%) is primarily attributable to:(1) higher
professional fees for accounting services; (2) increased legal
fees; (3) increased salary and related fringe costs associated
with an additional employee for Contact's sales efforts; and (4)
increased rent.

Contact's marketing and promotional expenditures, including
future expenses associated with advertising and trade shows, are
expected to continue to be quite substantial as the Company
continues to market and promote Contact's product line. Such
anticipated marketing and promotional expenditures are contingent
upon the Company's ability to obtain additional financing and/or
obtain a level of profitable sales that provides positive cash
flow from operations.

The Company experienced a net loss of $751,861 during the nine
months ended September 30, 2004 as compared to a net loss of
$473,513 during the same period in the previous fiscal year. This
$278,348 (59%) increase in the Company's net loss is attributable
to the increases in operating costs discussed above, without the
necessary sales increase to offset such expenditures. The Company
is incurring continued losses due to its insufficient level of
sales.

Contact must substantially increase its sales in order for the
Company to attain profitability. Management believes that Contact
and the Company will continue to generate negative cash flows in
the fourth quarter of 2004 but that positive cash flow and a
profitable level of sales may be attained in the first half of
fiscal year 2005 as a result of Contact's marketing and sales
efforts. No assurance can be given, however, 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 from operations.
The Company's net losses were $706,801 and $789,511 for fiscal
years 2003 and 2002, respectively. The Company's net loss for the
nine months ended September 30, 2004 was $751,861.

                            (23)
<PAGE>

During the nine months ended September 30, 2004, the Company had
net negative cash flow of $188,821 as a result of: (1) $887,492
in funds used for operating activities; (2) $384,390 in funds
provided from investing activities; and (3) $314,281 in funds
provided from financing activities. During the nine months ended
September 30, 2003, the Company had net positive cash flow of
$66,054. The unfavorable $254,875 swing in the Company's cash
flow for the comparative nine-month periods was the result of:
(1) a $278,348 increase in the Company's net loss in 2004; (2)
$61,951 in additional investment in working capital; (3) a
favorable swing of $620,582 in cash flows from investing
activities due to JOL's repayment of advances and lower
investment in equipment; and (4) an unfavorable $535,158 swing in
net proceeds from equity financing.

At September 30, 2004, the Company had a working capital deficit
of $80,232, compared to a working capital surplus of $523,466 at
December 31, 2003. The $603,698 reduction in working capital for
the nine-month period ended September 30, 2004 was principally
attributable to the loss incurred during the first nine months of
2004, payment of advances and the dividends payable on preferred
stock.

The $887,492 in funds used by operating activities in the first
nine months of fiscal 2004 resulted from the net loss of
$679,387, increases in other current assets plus a reduction in
accrued liabilities and reserves.

The $384,390 in funds provided by investing activities in the
first nine months of fiscal 2004 resulted from the repayment of
$397,197 in advances due from JOL, less $12,429 in capital
spending.

The $314,281 in funds provided by financing activities during the
period ended September 30, 2004 resulted from $283,548 net
proceeds realized from the sale of preferred stock and $30,733 in
advances from JOL.

As a result of the foregoing, the Company's cash balance at
September 30, 2004 was $2,844, a decrease of $188,821 from cash
of $191,665 at December 31, 2003.

The Company is relying solely upon its Contact Sports subsidiary
for revenue growth. Marketing, advertising, public relations and
promotional campaigns are planned for 2004 and early 2005,
concurrent with the delivery of Contact's products to various
retail stores. The implementation and continuation of these
marketing campaigns is contingent upon the continued receipt by
Alfa of the necessary financing to fund Contact's marketing plan
and the Company's operations.

                            (24)
<PAGE>

Management hopes to raise additional funds through sales of its
equity securities. Without the receipt of such additional funds,
and absent a substantial increase in Contact's sales, the further
implementation or continuation of Contact's marketing and
advertising campaigns will have to be scaled down, postponed or
cancelled, any of which events would have a materially
significant effect on the Company's ability to continue
operations. Management can give no assurance that it will be
successful in efforts to obtain the necessary additional
financing to continue the Company's operations.

The Company has to a great extent relied on the net proceeds from
private placements of its equity securities to fund operations.
From the inception of its preferred stock offering through
September 30, 2004, the Company had sold 213.175 units for
$20,000 per unit, representing 106,588 shares of its Series B
Preferred Stock and 4,263,500 of its warrants. During the nine
months ended September 30, 2004,the Company sold 11,213 shares of
its Series B Preferred Stock and 448,520 warrants. Net proceeds
from sale of the Company's Series B Preferred Stock have totaled
$2,165,507 since inception of the offering and $283,548 during
the nine months ended September 30, 2004. As discussed above,
subject to Alfa's ability to obtain the necessary funding to
finance operations, management believes that Contact is
positioned to significantly increase its shipments and sales
volume in fiscal 2005. 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 timetable described, or in any
timetable.


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.

                            (25)
<PAGE>


                    PART II   -   OTHER INFORMATION



ITEM 6.    Exhibits and Reports on Form 8-K


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



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


99.1             Sarbannes-Oxley certification           E-1

99.2             Sarbannes-Oxley certification           E-3





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

On October 7, 2004 the Company filed a Form 8-K which filing
discussed the fact that on October 5, 2004 Alfa's Board of
Directors authorized and approved the extension of the expiration
date to September 30, 2006 for all common stock purchase warrants
held by holders of the Company's Series B Preferred Stock.
















                            (26)

<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
September 30, 2004 on Form 10-QSB of Alfa International 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
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):




                            (27)

<PAGE>

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.


Dated: November 22, 2004


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




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




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

In connection with the Quarterly Report of Alfa International
Corp. on Form 10-QSB for the period ended September 30, 2004 (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

                            (28)

<PAGE>

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




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

Dated: November 22, 2004



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




                   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: November 22, 2004          ALFA INTERNATIONAL CORP.
                                  (Registrant)



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







                            (29)