<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, 2003
                                ------------------

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



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



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




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


                      (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 14, 2003, 2003 the registrant had outstanding
10,803,348 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
        DECEMBER 31, 2002
        SEPTEMBER 30, 2003

        CONSOLIDATED STATEMENTS OF OPERATIONS
        THREE MONTHS ENDED SEPTEMBER 30, 2002
        THREE MONTHS ENDED SEPTEMBER 30, 2003

        NINE MONTHS ENDED SEPTEMBER 30, 2002
        NINE MONTHS ENDED SEPTEMBER 30, 2003

        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
        NINE MONTHS ENDED SEPTEMBER 30, 2003

        CONSOLIDATED STATEMENTS OF CASH FLOWS
        NINE MONTHS ENDED SEPTEMBER 30, 2002
        NINE MONTHS ENDED 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



                            (2)


<PAGE>
<TABLE>
             ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                     September 30,     December 31,
                                        2003               2002
        ASSETS                        ---------         ------------
                                     (Unaudited)           Note 1
<S>                                 <C>               <C>
CURRENT ASSETS:
Cash and equivalents                  $ 211,026         $ 144,972
Accounts Receivable                       7,146                -
Inventory                                58,988             2,150
Prepaid expenses                         14,093            27,552
                                       --------          --------
        Total Current Assets            291,253           174,674
                                       --------          --------
PROPERTY AND EQUIPMENT:
  Office & Computer Equipment            86,005            49,445
  General Plant                          17,800             8,843
  Furniture & Fixtures                   14,186             5,007
                                       --------          --------
                                        117,991            63,295
  Less:  Accumulated depreciation       (59,184)          (57,384)
                                       --------          --------
                                         58,807             5,911
                                       --------          --------
OTHER ASSETS:
Note Receivable                          14,814            19,293
Deposits                                 22,154                 -
Advances to Affiliate                   245,088            59,113
                                       --------          --------
                                        282,056            78,406
                                       --------          --------
Total Assets                          $ 632,116         $ 258,991
                                       --------          --------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $  33,712          $ 16,888
Accrued payroll                          10,914            25,000
Accrued expenses                         49,296            11,456
Accrued compensation                         -             59,113
Dividends payable                       102,948            17,015
                                       ---------         --------
        Total Current Liabilities       196,870           129,472
                                       ---------         --------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Undesignated preferred stock:
Authorized - 925,000 shares
Issued and outstanding - none
Series B preferred stock; $.01 par
value. Authorized-100,000 shares
Issued - 38,625 shares at December 31,
2002 and 81,125 at September 30, 2003.     811               386
Common stock - $ .01 par value
Authorized - 15,000,000 shares
Issued and outstanding -
  10,803,348 and 10,488,688 shares      108,034           104,887
Capital in excess of par value        7,496,100         6,634,500
Retained earnings (deficit)          (7,169,699)       (6,610,254)
                                     ----------        ----------
Total Stockholders' Equity           435,246          129,519
                                  ----------        ---------
  Total Liabilities & Equity        $  632,116        $  258,991
                                      ---------        ----------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                             (3)

<PAGE>
<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                       ------------------------------------------
                                     (UNAUDITED)
<CAPTION>
                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                         September 30,                September 30,
                                      ----------------------      ----------------------
                                          2003          2002          2003         2002
                                          ----          ----          ----         ----
<S>                                 <C>           <C>           <C>           <C>
REVENUES:
Net sales                            $    9,667    $    3,365    $   12,758    $   50,699
Royalty Income                               -             -             -            586
                                      ---------     ---------     ---------     ---------
                                          9,667         3,365        12,758        51,285
                                      ---------     ---------     ---------     ---------
COSTS AND EXPENSES:
Cost of sales                             2,276         9,433         7,469        71,827
Selling, general and administrative     182,775       143,012       479,902       451,652
Interest Income                            (345)       (1,598)       (1,100)       (4,633)
Gain on sale of equipment                    -             -              -        (5,250)
                                      ---------     ---------     ---------     ---------
                                        184,706       150,847       486,271       513,596
                                      ---------     ---------     ---------     ---------

NET LOSS                             $ (175,039)   $ (147,482)   $ (473,513)   $ (462,311)
                                      ---------     ---------     ---------     ---------

PREFERRED STOCK DIVIDENDS            $   34,973    $    3,329    $   85,932    $    4,529
                                     ----------    ----------    ----------    -----------

LOSS APPLICABLE TO
COMMON STOCKHOLDERS                  $ (210,012)   $ (150,811)   $ (559,445)   $ (466,840)
                                       ---------    ----------    -----------   -----------


BASIC & DILUTED LOSS PER COMMON SHARE    (.02)       $ (.01)      $  (.05)      $  (.05)
                                         -----         -----         -----         -----
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                 10,803,348    10,488,688    10,803,348    10,345,281


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

</TABLE>
                                             (4)


<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,
2002               10,488,688  $ 104,887     38,625  $  386    $ 6,634,500    $(6,610,254)

Issuance of
preferred stock
for cash,net of
expenses                                     42,500  $  425        849,014

Preferred stock
Dividends               -          -           -       -             -            (85,932)

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

Net loss                -          -           -        -               -        (473,513)
                   ----------  ----------  ---------- -------    ---------       ---------
Balances At
Sept. 30, 2003     10,803,348  $ 108,034     81,125  $  811    $ 7,496,100    $(7,169,699)
                   ----------  ---------   ---------- -------    -----------   -----------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>                                             (5)
<PAGE>
<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                        ----------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                        Nine Months Ended
                                                          September 30,
                                                        ----------------
                                                       2003          2002
                                                       ----          ----
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                         $ (473,513)   $ (462,311)
  Adjustments to reconcile net loss to net
  cash flows from operating activities:
   Depreciation and amortization                        1,800         1,500
   Gain on sale of equipment                               -         (5,250)
   Inventory reserve                                    1,080        19,946
   Stock issued for consulting fees                    15,733        10,000
   Changes in operating assets and liabilities:
    Accounts receivable                                (7,146)        (227)
    Inventories                                       (57,918)       46,619
    Prepaid expenses                                   13,459       (37,494)
    Accounts payable                                   16,825        27,900
    Other assets                                      (22,154)        3,826
    Accrued expenses                                  (35,359)      174,415
                                                    ---------     ---------
      Net cash flows from operating activities       (547,193)     (221,076)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment              (54,696)         (325)
  Proceeds from sale of equipment                          -          5,250
  Note Receivable                                       4,479            -
  Advance to affiliate                               (185,975)           -
                                                     ---------     ---------
      Net cash flows from investing activities       (236,192)        4,925


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of preferred stock           849,439       377,402
  Payments on note payable                                 -        (14,200)
                                                      ---------     ---------
      Net cash flows from financing activities        849,439       363,202

NET CHANGE IN CASH AND EQUIVALENTS                     66,054       147,051
                                                      ---------     ---------

CASH AND EQUIVALENTS, BEGINNING OF PERIOD             144,972        28,486
                                                    ---------     ---------

CASH AND EQUIVALENTS, END OF PERIOD                 $ 211,026     $ 175,537
                                                    ---------     ---------

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (refunded)                        $   (398)         1,484
                                                    ---------     ---------
Interest paid                                              -            372
                                                    ---------     ---------

NON-CASH FINANCING ACTIVITIES:

Preferred stock dividend                               85,932         4,529
                                                    ---------     ---------



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



                                             (6)



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

NOTE 1 - BASIS OF PRESENTATION:

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

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

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

In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, amending
FASB Statement No. 123, Accounting for Stock Based Compensation."
This statement amends SFAS No. 123 to provide alternative methods
of transition for an entity that voluntarily changes to the fair
value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of SFAS
No. 123 to require prominent disclosure about the effects on
operating results of an entity's accounting policy decisions with
respect to stock-based employee compensation. SFAS No. 148 also
amends APB 28, "Interim Financial Reporting" to require
disclosure about those effects in interim financial information.
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, 2003 and 2002 (unaudited):

                             (7)


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

                                              3 Mos. Ended                9 Mos. Ended
                                        ----------------------     ----------------------
                                           2003        2002            2003          2002
                                        ----------  ----------     ----------  ----------
<CAPTION>

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


Net loss as reported                    $(210,012)  $(150,811)     $(559,445)  $(466,840)
Deduct:
Total stock-based Employee
Compensation Determined under
Fair value method for stock
options, net of tax                        (3,148)     (3,148)        (9,444)     (9,444)
                                        ----------   ---------     ---------  ----------
Pro forma loss applicable
   To common stockholders               $(213,160)  $(153,959)      $(568,889)  $(476,284)
                                        ==========  =========       =========   ==========

Basic loss per share, as reported       $  (0.02)   $ (0.01)        $ (0.05)    $ (0.05)
                                        =========   ========        ========    ========

Basic loss per share, pro forma         $  (0.02)   $ (0.01)        $ (0.05)    $ (0.05)
                                        =========   ========        ========    ========

Diluted loss per share, as reported     $  (0.02)   $ (0.01)        $ (0.05)    $ (0.05
                                        =========   ========        ========    ========

Diluted loss per share, pro forma       $  (0.02)   $ (0.01)        $ (0.05)    $ (0.05)
                                        =========   ========        ========    ========
</TABLE>
                                  (8)



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

NOTE 2  - GOING CONCERN AND LIQUIDITY:

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

NOTE 3 - CONSULTING AGREEMENT AND NOTE RECEIVABLE:

On February 27, 2002 the Company entered into a three year
consulting agreement ("Agreement") beginning March 1, 2002,
whereby the consultant will provide advice relating to future
acquisitions, marketing and promotional activities, securing
licensees for future Contact Sports product lines, obtaining
debt financing and raising capital. The Company will pay 10% of
the royalties it earns under such license agreements, if any,
arranged by the consultant and will pay a fee to the consultant
for any acquisition completed by Alfa for which the consultant
made an introduction. Contingent upon and in proportion to the
completion of a $3,000,000 private placement of its stock (now
extended to $4,000,000), Alfa will issue 200,000 shares of its
unregistered and restricted common stock to the consultant and
also pay a fee of up to $1,489,000 to the consultant, giving
consideration to Alfa's cash flow from operations. The Company
anticipates a final negotiation with the consultant resulting in
a reduced fee. The Agreement is terminable by either party by
giving 30 days notice in writing.

The Agreement is with an entity whose principals are also the
principals of the company with whom Alfa has a note receivable
(the "Note") for $14,814 at September 30, 2003. The Agreement
does not modify the terms of the Note or the entity's obligations
under the Note. The Note was due on January 15, 2002 and bears
interest at a rate of 9% per annum. The Agreement provides that
should the Company complete the private placement referred to
above, Alfa may deduct the Note balance plus accrued interest
from any compensation due under the Agreement.

As of September 30, 2003, a total of $11,598 has been applied to
the balance of accrued interest on the Note and a total of
$51,811 has been applied to the principal balance of the Note.

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

                            (9)
<PAGE>
            ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 4 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:

During the second quarter of 2002, the Board of Directors
authorized the issuance of up to 75,000 shares of Series B
Preferred Stock, par value $0.01, at a price of $40 per share.
Dividends on the Series B Preferred Stock accrue at a rate of
5.0% per annum and are payable upon the "Conversion Date" or
"Redemption Date", whichever is sooner. The Company may, in its
discretion, elect to pay such accrued dividends at an earlier
date. Each Series B share is convertible at the option of the
holder, at any time, at a rate of 40 shares of common stock for
one Series B share. Accrued dividends shall, at the Company's
option, be paid in cash or in shares of common stock valued at
$1.00 per share. During the third quarter of 2003, the Board of
Directors authorized the issuance of up to 25,000 additional
shares of Series B Preferred Stock concurrent with the extension
of the Private Placement to $4 million.

In March 2002,in connection with a private placement, the Company
entered into an agreement with a registered broker dealer whereby
the broker dealer will receive cash compensation for its services
of thirteen percent of the gross amount of proceeds from the
private placement. On August 1, 2003 the agreement with the
registered broker dealer was amended to extend the offering from
150 Units representing $3 million to 200 Units representing $4
million. The parent company of the broker dealer has, in return
for financial consulting services and advice, received 250,000
shares of the Company's common stock.

In May 2002, the Company began a private placement whereby it is
offering up to 200 units at $20,000 per unit, each unit
consisting of 500 shares of Series B Redeemable Convertible
Preferred Stock and 20,000 warrants. Each warrant is valid for
two years from the date of purchase and may be exercised to
purchase one share of common stock at $0.75.

During the first nine months of 2003, the Company sold 85 units
for $20,000 per unit representing 42,500 shares of its Series B
Preferred Stock and 1,700,000 warrants. Net proceeds from the
sales totaled $850,000.

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

The Series B Redeemable Convertible Preferred Stock has been
excluded from the computation of diluted earnings per share for

                            (10)
<PAGE>

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

the period ended September 30, 2003 as the conversion would be
antidilutive after adding back preferred stock dividends to net
loss.

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


NOTE 6 -     On August 2, 2002, Alfa and Journey of Light
(Jersey), Ltd., a corporation organized under the laws of Jersey
in the Channel Islands ("JOL-Jersey") entered into a contract
(which was subsequently amended on March 4, 2003) whereby Alfa
was granted two separate options with respect to JOL-Jersey. One
option gave Alfa the right to acquire up to 500,000 shares of
JOL-Jersey stock at a price of one dollar ($1.00) per share and
the other option gave Alfa the right to acquire JOL-Jersey. On
October 17, 2003 JOL-Jersey and Journey of Light, Inc, a Delaware
corporation ("JOL") entered into an agreement whereby JOL-Jersey
assigned all of its rights and obligations under the Qatar
Contract to JOL. On November 1, 2003 Alfa, JOL and JOL-Jersey
entered into a letter agreement (the "Alfa-JOL Agreement") which
superseded and replaced all prior agreements between Alfa and
JOL-Jersey. Under the terms of the Alfa-JOL Agreement, Alfa
acquired (a) 100,000 shares of JOL's common stock at a price of
$0.0001 per share for a total purchase price of ten (10) dollars
and (b) the option (the "Merger Option") to acquire JOL. In
addition JOL is obligated to repay Alfa, without interest, any
and all short term loans (in excess of such $10 purchase price)
which have been or will be made by Alfa to either JOL-Jersey or
JOL. As of September 30, 2003 such loans totaled $245,088. JOL
is planning to conduct a private placement of its common stock
within the next 60 days and intends to repay the loans from the
proceeds of such private placement.

On April 30, 2003, JOL-Jersey and the Government of Qatar
executed a contract (the "Qatar Contract") which contemplates (i)
JOL's completion of a feasibility study for the Qatar Project by
March 31, 2004, (ii) the Government of Qatar approving or
rejecting such feasibility study, and (iii) JOL and the
Government of Qatar subsequently entering into the definitive
agreement (the "Final Contract") for the development of a 200
acre parcel of land in Doha, Qatar. The Qatar Contract

                            (11)
<PAGE>

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

specifically contemplates that, subject to the approval of the
feasibility study for the Qatar Project by Qatar, the Final
Contract would be signed sometime between June 1, 2004 and
September 1, 2004 (the "Final Contract Date"). Alfa and JOL are
in agreement that, if and when the feasibility study is approved,
the actual construction of the Qatar Project will require several
hundred million dollars of construction financing (the
"Construction Financing"). The Qatar Project would be owned and
operated by JOL.

The Merger Option specifies that Alfa, in its sole discretion,
shall have the absolute right to acquire and/or merge with JOL
(the "Merger"). The Merger may, in Alfa's sole discretion, be
structured as a merger of JOL with Alfa or a subsidiary of Alfa.
JOL and Alfa agreed that in the event that Alfa exercises the
Merger Option, Alfa may [or may not], prior to consummating the
Merger - and in Alfa's sole discretion - sell, spin off, or
otherwise dispose of any operating subsidiary(s) which Alfa may
then have. Alfa must give notice to JOL of its intention to
exercise the Merger Option no later than the date which is 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 feasibility study is
approved and the Final Contract is signed, and possibly until it
is further assured that the Construction Financing is in place.
If unexercised, the Merger Option will expire on the ninety-first
United States business day after the Final Contract Date. Alfa
and JOL agreed that in the Merger (should it occur), the JOL
shareholders would exchange all of their shares of JOL Common
Stock for shares of Alfa's Common Stock such that immediately
after the Merger, the former JOL shareholders would own at least
ninety (90) percent of Alfa's then outstanding Common Stock. The
consummation of the Merger (should it be proposed) would be
subject to the approval of the Alfa shareholders.














                            (12)
<PAGE>
ITEM 2 -   Management's Discussion and Analysis of Financial
           Condition and Results of Operations

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

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

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

     Revenue Recognition. Our revenue recognition policy is
significant because our revenue is a key component of our
results of operations. Except as described in the next following
sentence, 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 therefore is received by the Company.

     Inventory Reserves.   We have established inventory reserves
to cover losses anticipated from inventory items becoming either
unsalable or salable only at greatly reduced "close-out" prices
due to (i) obsolete inventory acquired at the time of the
acquisition of Contact Sports, or (2) inventory associated with
the discontinued retail business at Ty-Breakers. Contact's future
business plan calls for it to build inventory primarily against
approved purchase orders and to maintain moderate amounts of risk
                            (13)
<PAGE>
inventory for fill in orders on fast moving items. Such risk
inventory will be exclusively finished goods and, if unsold, will
generally be liquidated on a close out basis at the end of each
season. We believe our reserves are adequate.

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


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

Contact officially launched its product line during the first
quarter of 2003 with an exclusively sponsored Contact fashion
show and party at a major hotel and nightclub in South Beach,
Florida. Several major recording stars and professional athletes
were in attendance and Contact received favorable press, radio
and television coverage for the event. Other such promotional
events are planned. Contact's management and independent Florida
sales representatives began making sales calls over the next
several months on retail stores in the south Florida market.
Several independent Florida stores received their initial
deliveries in July & August 2003.

Contact exhibited at the MAGIC show held in Las Vegas from August
24th to August 28th 2003. The MAGIC show is the premier trade show
held by the fashion/apparel business and is attended annually by
thousands of retailers from across the United States and foreign
countries. Approximately 110,000 attendees from around the world
attended this year's show. Contact had a major exhibition and
promotional /advertising event at the MAGIC Show with over 3,400
square feet of exhibition and event space in the Streetwear
section of the show. Streetwear is clothing influenced by the
fusion of music, fashion and board sports. The Company had a
basketball court next to and integrated with its exhibition space
- which MAGIC dubbed the "Contact Sports Streetball Court".

MAGIC show management spent substantial funds to promote Contact
and the series of events planned by Contact at the show. There
were daily performances by the Contact Sports Dunkers and Hip Hop
Dancers and by "Slam Nation", a professional performance group
consisting of a troupe of internationally well known basketball
dunkers which Contact brought from France for the show. The


                            (14)
<PAGE>

Company also sponsored a "Celebrity Basketball Game" featuring
several celebrities from the sports, music and movies businesses.
Jack Smith, founder of The Sports Authority and a consultant to
the Company, hosted buyers of major retailers at these and other
events that the Company sponsored.

The MAGIC show represented the national launch of Contact's
product line. The Company presented its line of apparel to many
retailers at the show. Additionally the Company met, interviewed,
and hired several sales representative organizations both at and
subsequent to the show. At and subsequent to the show Contact and
its sales representatives called on, and continue to call on,
retailers to solicit orders for Contact's products. Over $70,000
of sales have been booked for delivery in the fourth quarter of
2003 and first quarter of 2004. Orders are now being solicited
exclusively for Spring 2004 delivery (i.e. 1st and 2nd quarter of
2004).

Contact's sales representatives will continue to solicit orders
for the Contact product line from their existing accounts and it
is one of the Company's objectives to continue to attract
additional sales representatives with reputations for success in
the athletic / urban markets.

Contact is and will continue to support its product launch with
advertising and marketing efforts targeted to the markets where
the retail stores carrying Contact's products are located and
will thereafter expand its advertising and marketing efforts on a
national basis. Contact has created and produced radio and
television ads, print and billboard advertisements, and a
marketing and public relations campaign to create demand at the
consumer level in the retail stores carrying Contact's products.

Three nationally recognized recording and rap artists - Prodigy
from Mobb Deep, Black Rob and Kay Slay; and four professional
basketball players currently in the NBA - Erick Dampier, starting
center for the Golden State Warriors; Felipe Lopez, point guard
for the Minnesota Timberwolves; Tierre Brown, point guard for the
Houston Rockets; and Erick Barkley, point guard for the San
Antonio Spurs - are prominently featured in this campaign. These
artists and athletes participated in the production of Contact's
print, radio, TV, internet and video advertising campaign and
have agreed to act as spokespersons for Contact. Discussions are
presently being held with other such athletes and recording
artists. Several outdoor billboard advertisements in the high
traffic Miami-Ft. Lauderdale corridor are now in place to support
initial product deliveries to retailers in that area. Additional
advertising will be rolled out in the fourth quarter of 2003 or
first quarter of 2004 in conjunction with product deliveries to
retailers. The Contact marketing plan is particularly directed at

                            (15)
<PAGE>



positioning and establishing a "brand identity" for Contact. The
Company views the use of professional athletes and nationally
known recording artists as "Contact spokespersons" in the print
and video advertising campaign as crucial to this branding
effort. The comprehensive advertising campaign will feature the
Contact spokespersons in video, voice and print - right down to
the product hangtags. The marketing campaign is intended to
establish and reinforce the Contact Sports brand. Commercials are
planned to air on ESPN, ESPN2, BET, MTV and popular local radio
stations.

The Company has greatly expanded its sales representative force
and will continue to do so across the U.S. It is not presently
anticipated that Contact will have undue reliance upon one or a
few major customers, but no assurance of this can be given at
this time.

In 2003, Contact opened a showroom in New York City at the Empire
State Building. The Company views its New York City showroom as
important to its efforts to reach the buyers at major retailers
throughout the U.S. many of whom often visit New York for
various "market weeks". Since the MAGIC show, Contact has made
presentations at its showroom to several major retailers. The
Company's sales representatives also have utilized the NYC
showroom for such presentations. Attendance at industry trade
shows, street teams, tie-ins with rap artists, fashion shows,
direct mail, print advertising, promotional events, as well as
video presentations for major customers and a worldwide web
presence will supplement Contact's marketing efforts. The Company
plans to expend a significant amount of its resources on the
marketing effort for Contact's products and on a "brand
awareness" campaign.

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

In January 2003 Contact signed a two-year consulting agreement
(the "Smith Agreement") with Jack A. Smith, the founder and
former chief executive officer of The Sports Authority - the
largest sports specialty retailer in America. Mr. Smith is
providing the Company with a broad array of consulting advice in

                            (16)
<PAGE>

the areas of marketing, sales, product positioning and general
management. Mr. Smith was a former president of the National
Sporting Goods Association and has a wide universe of contacts
among sporting goods retailers who are Contact's potential
customers. In August 2003, Mr. Smith attended the MAGIC Show
in Las Vegas on behalf of the Company and lent significant
assistance there by introducing Contact to major retail accounts.
Since the show Mr. Smith has made several other key appointments
for Contact with various large retailers.

Contact has a four-year consulting agreement (the "Volkov
Agreement") with Olympic gold medal winner and former starting
forward for the NBA's Atlanta Hawks - Alexander Volkov. Mr.
Volkov was the Minister of Sports of Ukraine from 1999 to 2000.
He is presently a member of the Board of Directors of the
Northern European Basketball League (NEBL) which he helped to
found, a Vice-President and board member of the Basketball
Federation of Ukraine and a member of the board of directors of
FIBA - Federation Internationale de Basketball, an independent
non-profit association founded in 1932 comprising 208 national
basketball federations throughout the world and which is
basketball's governing body. The Volkov Agreement contemplates
Mr. Volkov's involvement in the Company's marketing and sales
efforts in the United States, Europe and the states of the former
Soviet Union. Specifically Mr. Volkov will assist the Company in
securing the services of active NBA players to participate in
Contact Sports advertising and marketing campaigns and with any
negotiations the Company may have with the NBA. He will also
assist in the recruitment of local star players in Europe and
Ukraine for Contact's marketing efforts in those markets. Mr.
Volkov has also agreed to assist Contact in its sales and
distribution efforts in Ukraine and Europe through personal
introductions to the relevant sports apparel importers and
marketers in these markets.

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

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


                            (17)
<PAGE>
Contact has contracted with a major national warehouse
distribution company who will receive and store Contact's
inventory from its overseas vendors, pick, pack and ship orders
to Contact's customers, perform all inventory and billing
functions for Contact on such orders, and interface
electronically with Contact and its customers with respect to
such accounting and shipping functions. Management plans to
focus sharply on the sales and marketing of Contact's products.

Ty-Breakers
-----------
Ty-Breakers markets imprinted promotional products and apparel -
mostly jackets - made from Tyvek and Kensel fabric material to
corporate end users (the "Custom Business"). Tyvek and Kensel
apparel products for Ty-Breakers' Custom Business are
manufactured and sold pursuant to specific purchase orders and
significant inventories are not maintained. These items
generally carry artwork or logos supplied by the clients and are
used as promotional, advertising and marketing items by these
organizations. Occasionally Ty-Breakers will custom manufacture
Tyvek and/or Kensel apparel for fashion designers who re-sell
such products through their own or others' retail outlets. Ty-
Breakers also sells Tyvek and Kensel jackets directly to
consumers worldwide via its website at www.ty-breakers.com.
These jackets all bear artwork developed by and proprietary to
Ty-Breakers or licensed by Ty-Breakers.

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

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

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

Under a Patent License Agreement executed by Ty-Breakers and Du
Pont in December 2000 Ty-Breakers granted Du Pont the exclusive
right to manufacture and sell the Kensel material and Du Pont

                            (18)
<PAGE>
agreed to pay royalties to Ty-Breakers on all such sales. During
the first quarter of 2003 DuPont elected to discontinue
manufacturing and selling all Kensel fabrics. Ty-Breakers' final
royalty payments from DuPont were not material. Du Pont presently
produces all of the Tyvek material.

Alfa
----
During 2003 Alfa has continued 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").

On August 2, 2002, Alfa and Journey of Light (Jersey), Ltd., a
corporation organized under the laws of Jersey in the Channel
Islands ("JOL-Jersey") entered into a contract (which was
subsequently amended on March 4, 2003) whereby Alfa was granted
two separate options with respect to JOL-Jersey. One option gave
Alfa the right to acquire up to 500,000 shares of JOL-Jersey
stock at a price of one dollar ($1.00) per share and the other
option gave Alfa the right to acquire JOL-Jersey. On October 17,
2003 JOL-Jersey and JOL entered into an agreement whereby JOL-
Jersey assigned all of its rights and obligations under the Qatar
Contract to JOL. On November 1, 2003 Alfa, JOL and JOL-Jersey
entered into a letter agreement (the "Alfa-JOL Agreement") which
superseded and replaced all prior agreements between Alfa and
JOL-Jersey. Under the terms of the Alfa-JOL Agreement, Alfa
acquired (a) 100,000 shares of JOL's common stock at a price of
$0.0001 per share for a total purchase price of ten (10) dollars
and (b) the option (the "Merger Option") to acquire JOL. In
addition JOL is obligated to repay Alfa, without interest, any
and all short term loans (in excess of such $10 purchase price)
which have been or will be made by Alfa to either JOL-Jersey or
JOL. As of September 30, 2003 such loans totaled $245,088. JOL is
planning to conduct a private placement of its common stock
within the next 60 days and intends to repay the loans from the
proceeds of such private placement.

On April 30, 2003, JOL-Jersey and the Government of Qatar
executed a contract (the "Qatar Contract") which contemplates (i)
JOL's completion of a feasibility study for the Qatar Project by
March 31, 2004, (ii) the Government of Qatar approving or
rejecting such feasibility study, and (iii) JOL and the
Government of Qatar subsequently entering into the definitive
agreement (the "Final Contract") for the development of a 180
acre parcel of land in Doha, Qatar. The Qatar Contract
specifically contemplates that, subject to the approval of the
feasibility study for the Qatar Project by Qatar, the Final
Contract would be signed sometime between June 1, 2004 and
September 1, 2004 (the "Final Contract Date"). Alfa and JOL are

                            (19)
<PAGE>


in agreement that, if and when the feasibility study is approved,
the actual construction of the Qatar Project will require several
hundred million dollars of construction financing (the
"Construction Financing"). The Qatar Project would be owned and
operated by JOL.

The Merger Option specifies that Alfa, in its sole discretion,
shall have the absolute right to acquire and/or merge with JOL
(the "Merger"). The Merger may, in Alfa's sole discretion, be
structured as a merger of JOL with Alfa or a subsidiary of Alfa.
JOL and Alfa agreed that in the event that Alfa exercises the
Merger Option, Alfa may [or may not], prior to consummating the
Merger - and in Alfa's sole discretion - sell, spin off, or
otherwise dispose of any operating subsidiary(s) which Alfa may
then have.

Alfa must give notice to JOL of its intention to exercise the
Merger Option no later than the date which is 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 feasibility study is approved and
the Final Contract is signed and probably until it is further
assured that the Construction Financing is in place. If
unexercised, the Merger Option will expire on the ninety-first
United States business day after the Final Contract Date. Alfa
and JOL agreed that in the Merger (should it occur), the JOL
shareholders would exchange all of their shares of JOL Common
Stock for shares of Alfa's Common Stock such that immediately
after the Merger, the former JOL shareholders would own at least
ninety (90) percent of Alfa's then outstanding Common Stock. The
consummation of the Merger (should it be proposed) would be
subject to the approval of the Alfa shareholders. [SEE: PART II-
OTHER INFORMATION; ITEM 6; Exhibits].

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 (the "Smith Agreement") effective January
1, 2003 under which Mr. Smith, among other things, agreed to
provide Contact with management, business and marketing
consulting services. Alfa paid Mr. Smith 314,660 restricted
shares of common stock for his services and, as long as the
Smith Agreement remains in effect, Contact is obligated to pay
Mr. Smith $5,000 per month for the first 12 months and $10,000
per month for the second 12 months of the Smith Agreement. The





                            (20)
<PAGE>

Company has recognized a charge of $60,733 for the nine month
period ended September 30, 2003 to account for the cash paid and
the stock compensation issued under this agreement.

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

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


RESULTS OF OPERATIONS:

THREE MONTHS ENDED SEPTEMBER 30,2003 vs.
THREE MONTHS ENDED SEPTEMBER 30,2002

The Company experienced an increase in revenue of $6,302 (187%)
for the third quarter of 2003 as compared to the same period in
the previous year. This revenue increase resulted from sales
during the period at both Contact and Ty-Breakers. The sales
order backlog at Contact as of the date hereof is approximately
$70,000. Ty-Breakers experienced a slowdown in its Custom
Business but an increase in it's sales via the internet of
previously fully reserved inventory. The cost of sales percentage
for the third quarter of 2003 was 23% and the gross profit was
77%. The Ty-Breakers sales were of inventory which had reserves
previously established. 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.

                            (21)
<PAGE>

Selling, general and administrative expenses increased by $39,763
(27%) during the third quarter of 2003 compared to the third
quarter of 2002. This increase is primarily attributable to the
expenses associated with Contact's participation in the MAGIC
show at Las Vegas during the quarter. 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.

The Company experienced a net loss of $175,039 during the third
quarter of 2003 as compared to a net loss of $147,482 during the
same period in the previous fiscal year. This $27,557 increase
(18%) in the Company's loss is attributable to the above
mentioned trade show expenditures during the quarter. The
continued losses for the Company are attributable to the
Company's insufficient level of sales.

The Company will need to further increase sales in order to
attain profitability. Management continues to believe that
Contact's marketing, promotional, advertising and trade show
expenditures will depress earnings in 2003 but that a profitable
level of sales may be attained before the end of the second
quarter of fiscal year 2004 as a result of those marketing
efforts. The proceeds that the Company has received and expects
to receive from the Private Placement will be necessary to allow
the Company to implement its marketing plan for Contact.

NINE MONTHS ENDED SEPTEMBER 30,2003 vs.
NINE MONTHS ENDED SEPTEMBER 30,2002

The Company experienced a decrease in sales revenue of $37,941
(74%)for the first nine months of 2003 as compared to the same
period in the previous year. This revenue decrease resulted from
the absence in 2003 of the high mark-down sales that occurred at
Contact during the second quarter of 2002. The gross profit
percentage for the first nine months of 2003 was 42% compared to
a negative percentage for the comparable period in 2002. This
gross profit percentage is reflective of Contact's normal
pricing. 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. The liquidation of
certain older fully reserved inventory at Contact during the nine
 month period resulted in $15,000 of consignment sales which will
be paid for as Contact's customer sells the merchandise. Such
consignment sales are not recognized by the Company as revenue
until payment therefore has been received by Contact. The

                            (22)
<PAGE>


manufacture of inventory of finished goods for which orders are
in hand caused inventory at Contact to increase by approximately
$56,838 during the first nine months of 2003 compared to the
fiscal year end 2002 level.

Selling, general and administrative expenses increased by $28,250
(6%) during the first nine months of 2003 compared to the same
period in the previous fiscal year. This is primarily
attributable to increased trade show expenses during the third
quarter. Contact's marketing and promotional expenditures are
expected to continue to be quite substantial as the Company
continues to market its Contact Sports product line.

The Company experienced a net loss of $473,513 for the first nine
months of 2003 as compared to a net loss of $462,311 during the
same period in the previous fiscal year. This increased loss of
$11,202 (2.4%) is primarily attributable to decreased sales and a
swing in the gross profit percentage in the comparable periods as
well as increased trade show expenses in 2003. The continued
losses for the Company are attributable to the Company's failure
to attain a sufficient level of sales. The Company will need to
further increase sales in order to attain profitability.
Management believes that Contact's planned marketing, promotional
and trade show expenditures - which are expected to continue to
be significant - will depress earnings in 2003 but that a
profitable level of sales may be attained before the end of the
second quarter of fiscal year 2004 as a result of those marketing
efforts. Management had previously expected such profitability to
occur by the end of Fiscal year 2003. The proceeds that the
Company has received and expects to receive from the Private
Placement are necessary to allow the Company to implement its
marketing plan for Contact.

The Company invested approximately $54,696 during the first nine
months of 2003 in new or upgraded computer equipment and
furniture.


LIQUIDITY AND CAPITAL RESOURCES:

The Company experienced negative cash flows from operations
during the first nine months of 2003 due primarily to its
operating loss and increases in inventories and deposits. At
September 30, 2003 the Company had working capital of $94,383 as
compared to working capital of $45,202 at December 31, 2002. This
increase of $49,181 is attributable to the receipt by the Company
during the period of proceeds from the Company's Private
Placement.

                            (23)
<PAGE>


As of September 30, 2003, the Company had $196,870 in current
liabilities of which $102,948(52%) represented liabilities for
which the Company was under no urgency to expend cash (i.e. in
dividends payable which may be paid with common stock valued at
$1.00 per share).

Ty-Breakers will continue marketing its custom printed Tyvek
products into the premium & incentive market and continue selling
its fully reserved inventory of finished goods over its internet
website. The Company will however rely upon the business of its
Contact Sports subsidiary for future revenue growth. A
comprehensive sales and marketing plan for Contact has been
devised and is presently being implemented. Management plans to
aggressively market Contact's products to retail stores
nationwide. Marketing, advertising, public relations and
promotional efforts are presently underway and will be targeted
to support the delivery of Contact's products to various retail
stores. Contact management and sales representatives began
selling to retail stores in Florida in the first quarter of 2003
and that effort continues to date. Contact launched its products
nationwide at the MAGIC Show held in Las Vegas in August 2003.
The continuation of these efforts and the complete implementation
of Contact's sales and marketing campaigns is contingent upon the
continued receipt by Alfa of the necessary proceeds from the
Private Placement of its equity securities. Absent the receipt of
such proceeds the implementation of this marketing and
advertising
campaign will have to be scaled down, postponed or cancelled.

Qualified independent sales representatives have been recruited
to sell Contact's products in over 60% of the U.S. The Company
plans to expand its sales coverage to retail stores throughout
the United States during 2004. Ty-Breakers will continue its
ongoing efforts to pursue the Ty-Breakers' Custom Business where
its low overhead environment should produce a break even
operation at minimum.

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



                            (24)
<PAGE>
During the first nine months of 2003, the Company sold 42,500
shares of its Series B Convertible Preferred Stock to private
investors at $40.00 per share and received net proceeds after
broker and consultants fees totaling $850,000.

FORWARD LOOKING STATEMENTS:

Certain statements made in this report on Form 10-QSB are
"forward looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of
the Company to be materially different from any future results
implied by such forward-looking statements. Although the Company
believes that the expectations reflected in such forward looking
statements are based upon reasonable assumptions, the Company's
actual results could differ materially from those set forth in
the forward looking statements. Certain factors that might cause
such differences might include:  the success or failure of
Alfa's continuing efforts to secure additional equity capital;
the success or failure of Contact's efforts to continue to sell
its products to retailers; the success or failure of Contact's
efforts to employ additional executive and sales personnel; the
success or failure of Contact's planned and ongoing sales,
marketing, public relations and promotional campaigns; Contact's
success in securing additional agreements with major professional
athletes and recording artists to act as spokespersons for
Contact and appear in its advertising campaigns; the acceptance
in the marketplace of Contact's product line; the success of
Contact's various other marketing initiatives; the success of
JOL's efforts to develop a suitable feasibility study for its
Project in Qatar; the approval or rejection of the Government of
Qatar of JOL's feasibility study; Alfa's possible subsequent
acquisition of JOL; the growth of the market for the Company's
products; or the ability of Ty-Breakers to continue to secure
custom orders.

ITEM  3   -    Controls and Procedures

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

                            (25)
<PAGE>
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
-------                -----------                     ------
3.1              Articles of Incorporation, as amended    *

3.2              By-laws                                  *

99.1             Sarbannes-Oaxley certification           E-1

99.2             Sarbannes-Oaxley certification           E-3

99.3             Alfa-JOL agreement dated Nov. 1,2003     E-4

99.4             JOL-JOL-Jersey Assignment Agreement      E-5
______________________
*          Previously filed as exhibits to the Company's
           Registration Statement on Form S-1 (File No.33-18591)
           filed with the Securities and Exchange Commission and
           incorporated herein by reference thereto.

(b)          Reports on Form 8-K

             NONE

                         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 19, 2003          ALFA INTERNATIONAL CORP.
                                  (Registrant)


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

                            (26)