<PAGE>
                          UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           Form 10-KSB/A

           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended December 31, 2005
                            -----------------

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


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


      Delaware                                 20-2876380
  ------------------------               ----------------------
  (State of incorporation)               (I.R.S. Employer
                                          Identification Number)


         350 Fifth Avenue, Suite 1103, New York, N.Y. 10118

              (Address of Principal Executive Offices)
         --------------------------------------------------


     Registrant's telephone number and area code: (212) 563-4141


Securities registered pursuant to Section 12(b) of the Act: None


     Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock, $. 001 par value
                   -----------------------------
                          (Title of Class)

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Check whether the Registrant (1) 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


Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[ ]

Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [x] No



The Registrant's total revenue for the fiscal year ended
December 31, 2005 was $271,331.

The aggregate market value of the 8,616,261 shares of voting
stock held by non-affiliates of the registrant (based upon the
average of the high and low bid prices) on April 13, 2006 was
$3,877,317. (SEE: "Market for Common Equity and Related
Stockholder Matters").

As of April 17, 2006 the Company had outstanding 28,389,587
shares of common stock, par value $.001 per share ("Common
Stock")

The Index to Exhibits appears on page 56.










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                 Alfa International Holdings Corp.
        Table of Contents to Annual Report on Form 10-KSB
                   Year Ended December 31, 2005
                                                           Page
                                                           ----
      Forward-Looking Statements                             4

                            Part I

        Item 1.    Description of Business                   5

        Item 2.    Description of Property                  20

        Item 3.    Legal Proceedings                        20

        Item 4.    Submission of Matters to a Vote
                     of Security Holders                    21

                          Part II

        Item 5.    Market for Common Equity and
                     Related Stockholder Matters            21

        Item 6.    Management's Discussion and Analysis
                   of Financial Condition and Results
                   of Operations                            34

        Item 7.    Financial Statements                     43

        Item 8.    Changes in and Disagreements with
                   Accountants on Accounting and
                   Financial Disclosure                     43

        Item 8A.   Controls and Procedures                  43

        Item 8B.   Other Information                        44

                          Part III

        Item 9.     Directors, Executive Officers and
                    Control Persons; Compliance with
                    Section 16(a) of the Exchange Act       44

        Item 10.    Executive Compensation                  47

                                3
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        Item 11.    Security Ownership of Certain
                    Beneficial Owners and Management
                    And Related Stockholder Matters         54

        Item 12.    Certain Relationships and Related
                    Transactions                            55

        Item 13.    Exhibits and Reports on Form 8-K        56

        Item 14.    Principal Accountant Fees and Services  58



Forward-Looking Statements
--------------------------

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

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                             PART I
                             ------

Item 1.     Description of Business
-------     -----------------------

Introduction
------------

Alfa International Holdings Corp. ("Alfa") was incorporated on
October 8, 2004 in Delaware and is a holding company, which
conducts substantially all of its operations through its three
wholly-owned subsidiaries, Journey of Light, Inc. ("JOL"),
Contact Sports, Inc. ("Contact") and Ty-Breakers Corp. ("Ty-
Breakers"), all of which are New York corporations. Alfa, JOL,
Contact and Ty-Breakers are sometimes collectively referred to
herein as the "Company".

Alfa is the successor to Alfa International Corp.("Registrant")
which was incorporated in New Jersey in 1978. Alfa was organized
solely for the purpose of effecting Registrant's change of
domicile from New Jersey to Delaware. On May 23, 2005 the
Registrant's Board of Directors approved the change of its
corporate domicile from New Jersey to Delaware and Alfa's and the
Registrant's Boards of Directors approved the merger of the
Registrant with and into Alfa. The merger was effective on May 23,
2005.

On October 11, 2005 the Company acquired Journey of Light, Inc.,
("JOL") as a wholly owned subsidiary. The Boards of Directors
and a majority of the shareholders of both Alfa and JOL had
previously approved the Merger on May 25, 2005. JOL is engaged
primarily in the business of real estate development in the
country of Oman. In connection with the acquisition of JOL, Alfa
issued 16,284,278 shares of its $.001 par value common stock
("Common Stock") to the shareholders of JOL in exchange for all
of the outstanding capital stock of JOL.

In September 2001, the Company acquired Contact as a wholly-
owned subsidiary. Contact is engaged in the business of
designing, manufacturing and marketing a distinctive line of
fashion-forward athletic apparel, tee shirts, caps, accessories
and outerwear.


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Alfa presently concentrates the majority of its efforts in two
principal areas: (1) the development and expansion of JOL's
business and (2) the development of Contact's business. (See:
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Certain Relationships and Related
Transactions").

Ty-Breakers is engaged in the business of manufacturing and
marketing apparel products, mostly jackets and accessories made
from Tyvek and Kensel. Tyvek, a registered trademark of E.I. Du
Pont de Nemours & Company ("Du Pont"), is a paper-like material
produced and sold by Du Pont. Kensel is a trademark of Ty-
Breakers used to identify Ty-Breakers' patented fabric material.
Ty-Breakers markets its products into the premium and incentive
marketplace and directly to consumers via its web site.

The Company's executive office is located at The Empire State
Building, 350 Fifth Avenue, Suite 1103, New York, N.Y. 10118,
and its telephone number is 212-563-4141. Contact also maintains
a warehouse in Jersey City, New Jersey. Both facilities are
leased from unaffiliated third parties.


Products, Services, Marketing and Distribution
----------------------------------------------

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

                       The Omagine Project
                       -------------------

JOL is moving ahead with its plans to enter the real-estate
development business in the Sultanate of Oman ("Oman"). On
August 1, 2005, the Ministry of Tourism ("MOT") of the
government of Oman (the "Government") and JOL signed a
memorandum of understanding ("MOU") memorializing key legal and
commercial aspects for the development of a tourism related
project (the "Omagine" project). Depending upon the outcome of
its ongoing negotiations with the Government, JOL plans over
time to also be in the property management, hospitality, media
and entertainment businesses.

On March 1, 2006, JOL presented its plan for the Omagine project

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to a committee of several ministers of the Government. The
presentation was favorably received and JOL management promptly
thereafter began discussions ("Discussions") with Government
officials the objective of which is to arrive at the terms and
conditions of a "Shareholder Agreement" between the Government
and JOL and a "Development Agreement".

Such Discussions are ongoing and have not yet been concluded.
------------------------------------------------------------

As presently contemplated, the Development Agreement will govern
the design, development and construction of Omagine which will
be owned and operated by an Omani company yet to be organized
(the "Project Company") and the Shareholder Agreement will,
among other things, define the relationships between the owners
of the Project Company.

As presently contemplated, JOL will be the majority shareholder
of the Project Company and the Omani Tourism Development Company
S.A.O.C., a corporation owned by the MOT, ("OTDC") will be a
minority shareholder of the Project Company. As of the date
hereof, such Discussions: (i) are ongoing, fluid and non-binding
and no assurance whatsoever can be given at this time as to
their eventual outcome, if any, (ii) may alter or change some of
the elements of the Omagine project as presented to the
Government by JOL and/or some of the terms and conditions of the
MOU, and (iii) generally contemplate the following:

Omagine is planned to be developed on 1 million square meters
(equal to approximately 245 acres) of beachfront land facing the
Gulf of Oman (the "Omagine Site") just west of the capital city
of Muscat and nearby the Seeb International Airport. The value
of the Omagine Site is expected to be determined by a qualified
independent real-estate appraisal. A value of the Omagine Site
at a discount to the appraised value is then expected to be
agreed upon between the MOT and JOL and used, in conjunction
with the Omagine financial model, as the basis for negotiating
OTDC's minority percentage ownership of the Project Company. The
Omagine Site is presently owned by the MOT and title to the
Omagine Site is planned to be transferred free and clear to the
Project Company in exchange for OTDC's minority shareholding in
the Project Company.

Omagine is planned to be an integration of cultural, heritage,

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educational, entertainment and residential components,
including: a "high culture" theme park containing seven pearl
shaped buildings, each approximately 60 feet in diameter (the
"Pearls") and associated exhibition buildings (collectively, the
"Landmark"); a five star resort hotel; a four star hotel; a
boardwalk; an open air amphitheater and stage; a canal and
enclosed harbor area; boat slips; commercial office buildings;
shopping and retail establishments; restaurants and open space
green areas. All of the foregoing are expected to be owned
and/or leased or operated by the Project Company except that
ownership of the Landmark is expected to be transferred to a new
company (the "Landmark Company") which will be jointly owned by
the Government and the Project Company. It is further expected
that the Project Company will be hired under a fee based
contract by the Landmark Company to operate and manage the
Landmark. Additionally, Omagine, as presently conceived,
includes the construction and sale by the Project Company of
approximately 2,000 residences consisting of a combination of
villas, town homes and apartments. JOL's website is
www.journey-of-light.com.

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

JOL expects, based on present assumptions which are subject to
modification, that the development costs for Omagine will be
approximately $1.2 billion dollars. With the assistance of
AmeriCapital Renaissance Group, LLC ("AmeriCapital"), with which
JOL has a Financial Advisory Services Agreement (the "Advisory
Agreement"), JOL is presently engaged in active discussions with
several banks, and prospective investors, partners, contractors
and hotel operators regarding the structure and placement of the
necessary construction financing as well as the ongoing
financing arrangements of the Omagine project. (See Item 12,
"Certain Relationships And Related Transactions".)

                                8
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                   The Qatar project
                   -------------------

JOL signed an agreement in April 2003 with the State of Qatar to
develop a project in Doha, Qatar. However, based upon subsequent
decisions by Qatar, JOL will not develop that project in Qatar
and negotiations between JOL and the State of Qatar to resolve
the disputes relative to the 2003 agreement have now been
concluded in a friendly manner. Management expects that the
settlement of this matter will be finalized on or before May 15,
2006.


                     Acquisition of JOL by Alfa
                     --------------------------

In late March 2005, management of Alfa and of JOL reached
an agreement in principle to modify the terms of the letter
agreement between them dated November 1, 2003  (the "November
Agreement") whereby, in essential part, Alfa was granted
an option to acquire 100% of JOL in exchange for such number of
shares of the common stock of Alfa as would equal 90% of
the total issued and outstanding shares of Alfa following
such acquisition. Based upon the delays encountered by JOL with
respect to the Qatar Project and the progress made towards
development of an almost identical project with the Sultanate of
Oman discussed above, JOL agreed to modify the option to
provide, in relevant part, that Alfa will acquire 100% of the
issued and outstanding shares of the capital stock of JOL in
exchange for a number of shares of Alfa's common stock, which
would equal approximately 50% of the total issued and
outstanding shares of common stock of Alfa (giving effect to the
conversion of Alfa's then outstanding Series B Preferred Stock)
immediately following such acquisition. Management of Alfa
agreed to exercise its option, as so modified and Alfa acquired
JOL as a wholly owned subsidiary in October 2005.

On October 11, 2005 the Company acquired Journey of Light, Inc.,
("JOL") as a wholly owned subsidiary. The Boards of Directors
and a majority of the shareholders of both Alfa and JOL had
previously approved the Merger on May 25, 2005. JOL is engaged
primarily in the business of real estate development in the
country of Oman. In connection with the acquisition of JOL, Alfa

                                9
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issued 16,284,278 shares of its $.001 par value common stock
("Common Stock") to the shareholders of JOL in exchange for all
of the outstanding capital stock of JOL. (See Item 12, "Certain
Relationships And Related Transactions".)

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

Contact is in the business of designing manufacturing and
marketing a distinctive line of fashion forward athletic and
lifestyle apparel. Several collections of basketball athletic
shorts, jerseys and fashion-right quality T-Shirts, jackets and
an assortment of sweat suits and outerwear along with caps and
accessories have been designed and manufactured. The entire line
is moderately priced with high-perceived value for distribution
to national chains, department stores and specialty retailers.
The design philosophy is a fashionable, edgy look, and the
fabrics are high-quality goods, including cottons, micro fiber,
velour and several custom fabrics, including moisture management
performance fabrics. A gym-to-street theme runs throughout the
line. Management is concentrating its efforts on the continued
development and expansion of Contact's "private-label" business
as well as its branded business and  brand awareness.

Contact has developed a "private label" product line consisting
of outerwear under the Ty-Breakers label (which is owned by
Alfa) for sale to mid-tier mass-market retailers. The company
is, and intends to continue, to utilize its established overseas
manufacturing resources to create less expensive products and
sell them under the Ty-Breakers label, and in select cases under
retailers' own brand labels, to retail stores where such private
label sales represent a substantial percentage of all products
sold. Contact created its private-label business in a manner
that does not interfere with or damage the Contact brand name.
To date Contact has received several such private-label orders
and all such private-label products sold will be manufactured
pursuant to specific purchase orders and no unsold inventories
will be maintained. Contract's present backlog of unfilled
orders is $180,000.

Over the past several years, management has underestimated the
difficulty and expense involved in launching a new "brand" such
as Contact. Past efforts to gain market recognition and
acceptance for the Contact brand have been hindered by a lack of

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the necessary financial resources required to continue the
advertising and public relations efforts essential to such an
effort. Management now intends to focus more of Contact's
efforts on its "private-label" business in the expectation that
this business will generate the profits necessary to finance the
continuation of Contact's branding efforts via the advertising
and public relations efforts mentioned above. No assurance can
be given at this time that management's current strategy will be
effective or successful.

In the first quarter of 2004, Contact hired its Vice President
of Sales, who has over twenty-five years of experience selling
to the specialty and department store accounts who are Contact's
target customers. He also has significant past experience
selling "private-label" merchandise to such accounts. Absent the
aggressive marketing, advertising and public relations efforts
necessary to build the Contact brand, he will focus on selling
private-label products to those accounts where he is unable to
get the branded Contact products placed. Management believes
that ultimately the national and regional chains will generate
the greatest growth for Contact and sales to such customers will
facilitate selling the smaller independently owned retail stores
which are focused on buying brands with national appeal. In
order to establish national appeal for the Contact brand,
Contact intends, as financial resources generated from its
private-label business permits, to finance its previously
disclosed marketing, public relations and advertising campaigns.

Contact has in the past marketed its branded products through
industry trade shows, advertising, street teams, tie-ins with
rap artists, fashion shows, direct mail, print advertising,
promotional events and parties which it sponsors, as well as
video presentations for major customers. As financial resources
permit, Contact intends to re-start such marketing efforts for
its branded products. No significant marketing efforts are
planned nor, in the opinion of management, are they required for
Contact's private-label business. During the first three
quarters of 2005, Contact continued to devote a majority of its
resources to the uphill effort to sell its branded products.
Beginning in the fourth quarter of 2005 and continuing to date,
Contact shifted its priorities and now directs the majority of
its resources and efforts toward the sale of its private-label
products and to a lesser degree toward the sale of its branded
products. Should this strategy not be successful, Contact may
discontinue its branded product line partially or in its
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entirety, and concentrate only on its private-label business or,
if the private-label business is not viable, Contact may
discontinue its businesses in its entirety.

Advertising and marketing efforts by Contact, if any, will be
directed at positioning and establishing a "brand identity" for
Contact. In the past the Company has utilized professional
athletes and nationally-known recording artists as "Contact
spokespersons" in its advertising. If resources permit, it
intends to do so again in the future.

Contact's president and vice-president of sales do direct
selling to retail accounts. If resources permit, Contact will
exhibit at industry trade shows in the future.

Contact maintains a showroom in New York City at the Empire
State Building. Contact views its New York City showroom as
important to its efforts to reach the buyers for both branded
and private-label products at major retailers throughout the
U.S., many of whom often visit New York for various "market
weeks". During 2005, Contact has made presentations at its
showroom to several such buyers.

Contact maintains a website at www.contactsports.net where
consumers and retailers may view some of Contact's previous
branded product line, sample commercials and other marketing
materials in which Contact's former spokespersons were
prominently portrayed. The same sample television, radio and
print advertisements are indicative of some of the advertising
efforts Contact intends to undertake if, and only if, the
financial resources generated from Contact's private-label
business permit it to do so.

Contact designs both its branded and private-label products in-
house.

Contact's apparel products are manufactured according to its
specifications by unaffiliated third parties in the United
States and Asia. Contact has developed vendor relationships with
several garment manufacturers in China, Pakistan, Korea, Vietnam
and the United Arab Emirates and intends to rely on these sub-
contractors for the manufacturing and production of its apparel
products.

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

Ty-Breakers markets Tyvek and Kensel apparel (mostly jackets)
for use as promotional, advertising and marketing items. Tyvek
is a synthetic material produced by Du Pont. Kensel, made by
laminating a poly-cotton or other material to Tyvek, is the
trade name used to identify Ty-Breakers' proprietary patented
fabric material. Ty-Breakers markets its products primarily
through its web site and referrals from Du Pont and the
Advertising Specialty Institute.

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

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

During the past several years, Ty-Breakers has not represented a
material portion of the Company's revenue and the Company
intends to combine Ty-Breakers into Contact during 2006.

ALFA
----

Alfa International Holdings Corp. was incorporated in 2004 in
Delaware by the Registrant solely for the purpose of effecting
the Registrant's change of domicile to Delaware. In May 2005 the
Registrant's Board of Directors approved the change of its
corporate domicile from New Jersey to Delaware and approved the
merger of Alfa International Corp. with and into Alfa
International Holdings Corp. The merger and change of
Registrant's domicile were effective as of May 25, 2005.

Since its acquisition of JOL, Alfa has concentrated its efforts
on building and expanding JOL's business and, as indicated
above, re-positioning its Contact Sports business. Alfa
maintains its corporate website at www.alfacorp.net.

                                13

<PAGE>

JOL was incorporated in 2003 as a privately-held company and was
acquired by Alfa on October 11, 2005. In connection with the
acquisition, Alfa issued 16,284,278 shares of its Common Stock
to the shareholders of JOL in exchange for all of the then
outstanding capital stock of JOL. (See Item 12, "Certain
Relationships And Related Transactions".)

In December 2005 Alfa sold a $250,000 convertible debenture to
Cornell Capital Partners, LLP ("Cornell") and in January 2006
Alfa sold an additional $250,000 convertible debenture to
Cornell. (See: Item 5 - "Market for Common Equity and Related
Stockholder Matters" and Item 6 - "Management's Discussion and
Analysis of Financial Condition and Results of Operations -
Liquidity" and Notes to Financial Statements - Note 7 -
Convertible Debenture)


Competition:
------------

The real-estate development business in Oman is a competitive
business populated by companies with substantially greater
financial, managerial and personnel resources than JOL presently
possesses. Management believes that JOL's ability to assemble
and coordinate a team of experienced American, European and
Middle Eastern consultants in a wide variety of specialized
fields was crucial to JOL's success to date in advancing the
Omagine project to its present status. These consultants, some
of whom - depending upon events - may become employees of the
Company, are each highly experienced in their respective fields.
Their fields of expertise include, but are not limited to, the
following: project management; construction management; general
contracting; architecture; interior design; engineering
(structural, civil, mechanical, electrical, marine); landscape
design; cultural & exhibition design; interpretative design;
tourism experience designers; investment banking & structured
finance; motion based ride technology; film technology; hotel
management; branding; marketing; training; Islamic scholarship;
master planning; and strategic visioning. In addition JOL's
president, Frank J. Drohan, has over 30 years of experience
doing business across most of the Middle East and understands
the culture and business environment of the region. JOL's

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strategic consultant, Mr. Sam Hamdan, President & Chief
Strategist of the Detroit, Michigan based Global Leadership
Team, is a native of Lebanon, a citizen of the U.S. and widely
known across the Middle East for his work in organizing and
directing various high level strategic conferences dealing with
leadership, entrepreneurship, innovation and economic matters.
Mr. Hamdan was the visionary who created the "U.S.- Arab
Economic Forum" held bi-annually in the United States in
cooperation with, among others, the U.S. Departments of State
and Commerce. (see: www.usaeforum.org). Several of JOL's
competitors have already-established businesses and brand
reputations, but management believes that JOL's advantage lies
in the facts that the Omagine project is uniquely attractive to
the Government and JOL's senior management has established
strong and trusting relationships with the relevant Government
officials. JOL believes it can successfully compete in this
marketplace through a combination of unique development
concepts, highly professional and competent sub-contractors and
consultants and effective relationship management.

The branded athletic apparel business in the United States is a
highly-competitive business populated by many companies with
substantially greater financial, managerial and personnel
resources than Contact possesses and is characterized by heavy
advertising, promotion and price competition. Several such
competitors have already-established brands. Within its branded
niche of fashion athletic and lifestyle apparel, management
believes that Contact's branded products are unique and
distinctive, of superior quality and are priced competitively.

Contact believes, however, that it can only successfully compete
in this highly competitive marketplace through aggressive brand-
building efforts which will require extensive - and expensive -
marketing, promotion, advertising and public relations efforts.
Management believes that a significant effort will be required
for Contact to establish the brand identity necessary for the
Company's ultimate success. Due to the lack of sufficient
financial resources, Contact is unable to continue such
aggressive brand-building/brand-awareness efforts at the present
time. As discussed above Contact will focus on its private-label
business and intends to use the profits derived therefrom, if
any, to finance the continuation and/or expansion of Contact's
brand-building efforts described above.  Contact holds a U.S.-

                                15
<PAGE>
registered trademark on the name "Contact Sports". (SEE:
Products, Marketing & Distribution, and "Patents, Copyrights and
Trademarks"). The non-branded "private-label" apparel business
in the United States is also a highly-competitive business
populated by many companies with substantially greater
financial, managerial and personnel resources than Contact
possesses and is characterized by heavy price competition.
Several such competitors have already-established relationships
with private-label buyers at major retail outlets. Management
believes that Contact's Vice-President of Sales also has many
such relationships with such buyers and expects that those
relationships established over his career will be helpful in
making Contact's private-label business successful. However no
assurances can be given at this time that this assessment by
management is correct or that Contact's private-label business
will in fact become profitable enough to (i) finance the
continuation of Contact's brand-building efforts, or (ii) even
sustain itself. Should either of the foregoing occur, Contact
may discontinue its branded product line partially or in its
entirety and concentrate only on its private-label business or,
if the private-label business is unable to sustain itself
Contact may discontinue its business in its entirety.

Ty-Breakers is aware of only two other competitor companies in
the U.S which sell imprinted Tyvek apparel and at least two
other non-U.S. companies. Moreover, the Company is certain that
no U.S. company is marketing Kensel apparel for which Ty-
Breakers holds the U.S. patent. (SEE: "Patents, Copyrights and
Trademarks"). Ty-Breakers is also directly and indirectly in
competition with other consumer goods manufacturers and
promotional and premium companies, all of which are in highly
competitive industries. Most of these companies have
substantially greater financial, managerial and personnel
resources than Ty-Breakers possesses.


Engineering, Design and Construction
------------------------------------

JOL does not own or directly operate any engineering, design or
construction companies or facilities and has no present plans to
do so in the future. JOL generally defines the "scope of work"
and then, as required, contracts with various unaffiliated
designers, architects, contractors and consultants in the United
States, Europe and the Middle East to perform those tasks under
                                16
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contract to JOL. There are many such designers, architects,
contractors and consultants with competitive pricing available.
JOL does not believe that the loss or inability to perform of
any such designer, architect, contractor or consultant would
have a material, adverse impact on JOL's business or operations.
JOL believes it maintains a good working business relationship
with its designers, architects, contractors and consultants and
has written agreements with several of them. All copyrights to
documents, designs and drawings executed by such independent
designers, architects, contractors and consultants are the
property of JOL. (See: "Patents, Copyrights and Trademarks").

JOL engages in significant marketing and promotional activities
and incurs a significant amount of costs associated with these
activities prior to signing a contract for the development of a
specific project. These costs are generally associated with pre-
planning and feasibility studies and with preparing and making
presentations to prospective clients. A number of, or in some
cases all, of these costs may be recoverable as "development
expenses" if and when a project is actually developed. Some of
these costs, however, may be non-recoverable costs.

JOL does not engage in any manufacturing activities and as such
does not maintain any inventory and has no present plans to do
so in the future.


Manufacturing and Production:
-----------------------------

Contact does not own or directly operate any manufacturing or
production facilities and has no future plans to do so. The
Company contracts with various unaffiliated manufacturers,
screen printers and cut and sew contractors in the United States
and Asia to manufacture its products in accordance with
Contact's design, specification and production schedules.

Contact does not engage in any significant research and
development activities but does incur a modest amount of non-
recoverable costs associated with manufacturing samples. Such
samples are generally used by Contact's sales people to make
sales presentations to retail customers. Contact's production
requirements are manufactured pursuant to specific purchase
orders, and management does not plan to maintain significant
inventories. In its branded product business, management may,
                                17
<PAGE>
from time to time, elect to maintain inventories of what it
perceives as specific, fast-moving products for the purpose of
re-orders or fill-in orders. Contact's investment in branded
product inventory is expected to grow relative to sales, but its
philosophy of manufacturing products only against confirmed
customer orders will not change radically. Contact presently
purchases its raw material and finished goods requirements from
several domestic and overseas suppliers and cut and sew
contractors. There are many such suppliers with competitive
pricing available. The Company does not believe that the loss or
inability of any such supplier or contractor to deliver goods or
manufacture products for Contact would have a material, adverse
impact on Contact's business or operations. Moreover, the
Company uses overseas cut and sew contractors who provide a full
package turn-key service (i.e. they source and/or supply all
fabric, markers, patterns, accessories, hang tags, hangers,
etc.) and deliver only finished goods to Contact. Contact
believes it maintains a good working business relationship with
its contractors and suppliers but does not have any written
agreements with them.

The designs for Contact's products (both branded and "private-
label") are executed in-house by Contact's designer. Certain
designs are conceptualized in-house and then contracted to
independent designers and/or artists where they are executed
under the supervision of Contact's designer. All copyrights to
all artwork executed by such independent designer/artists are
the property of Contact. (See: "Patents, Copyrights and
Trademarks"). Branded product designs are typically created in
collections, each with a distinct range and fabrication and
usually consist of several coordinated items including shorts,
jerseys, T-Shirts, pique shirts, shooting shirts and pants in
several different color ways. Currently the Company has designed
five distinct collections of branded product all at moderate
price points. Retail buyers have the ability to choose from
multiple coordinated apparel items from each collection.
Moderately priced coordinated separates are also designed in
various fabrications and color ways. Contact actively monitors
the retail marketplace to determine and react to changes in
consumer preferences and trends.

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 or its Asian agent to

                                18
<PAGE>
deliver this material to Ty-Breakers would have a material,
adverse effect upon the operations of Ty-Breakers. Ty-Breakers
has never 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 foreseeable future. Ty-Breakers
believes it maintains a good working business relationship with
Du Pont and its Asian agent. The artwork and design of a
client's logos and images for the Tyvek and Kensel apparel in
the Custom Business is usually provided by the client or the
client's advertising personnel.

Patents, Copyrights and Trademarks
----------------------------------

JOL is not dependent upon any patent, trademark or proprietary
right of another with respect to its designs, drawings or
development concepts. Under agreements with its outside
designers, architects, contractors and consultants, JOL owns the
copyrights, if any, to all documents, designs and drawings
executed on behalf of JOL by such independent designers,
architects, contractors and consultants.

Contact is not dependent upon any patent, trademark or
proprietary right of another with respect to its designs or
products. Under agreements with its outside artists and
designers, Contact owns the copyrights to all art produced for
Contact. Contact owns all U.S. rights to the trademark "Contact
Sports" as registered with the U.S. Patent & Trademarks Office.

Ty-Breakers is the owner by assignment of U.S. Patent number
5,150,660 (the "Patent") which covers the material marketed
under its registered trademark, Kensel. Ty-Breakers' exclusive
right under the Patent to manufacture and sell Kensel products
in the United States runs until the year 2009.

Governmental Regulation
-----------------------
Neither Contact nor Ty-Breakers requires any governmental
approval of its products, nor does the Company anticipate any
negative effects on the business of Contact or Ty-Breakers from
any existing or probable governmental laws or regulations.
Neither Contact nor Ty-Breakers has any costs or effects on
either of their operations associated with compliance with any
local, state or federal environmental laws.

                                19
<PAGE>

In the event the Omagine project goes forward, JOL expects that
the Project Company executing the Omagine project in Oman will
require several Omani governmental approvals of its products and
services during the development of the project and thereafter.
JOL does not anticipate any negative effects on its or the
Project Company's business from any existing or probable Omani
governmental laws or regulations. The Project Company will in
all likelihood incur certain costs and sustain certain effects
on its operations, all of which costs and effects are expected
to be in the normal course of its business, associated with
compliance with Omani environmental laws.


Employees
---------

The Company has no full time paid employees. By mutual agreement
between the Company and its four former employees, the Company
has engaged such former employees as consultants in which
capacity they provide services similar to those previously
provided by them as employees. Two of such consultants are
officers and directors of Alfa. Alfa has or had employment
agreements with each of these four consultants.(See "Directors
and Executive Officers" and "Executive Compensation")


Item 2.     Description of Property
-------     -----------------------

The Company maintains its corporate offices at The Empire State
Building, Suite 1103, 350 Fifth Avenue, New York, N.Y. 10118.
The premises are leased by Contact Sports under a lease expiring
February 28, 2013. The lease specifically allows Alfa, JOL and
Ty-Breakers as co-occupants. Contact also leases warehouse space
in Jersey City, N.J. under a one year lease expiring July 30,
2006. If the Omagine project goes forward, JOL intends to lease
office space in Muscat, Oman.


Item 3.      Legal Proceedings
-------      -----------------

The Company knows of no material legal proceedings pending or
threatened against it or any of its subsidiaries which, in the
                                20
<PAGE>
opinion of management, would have a material, adverse effect
upon the Company's business or operations.


Item 4.     Submission of Matters to a Vote of Security Holders
-------     ---------------------------------------------------

None.



                             PART II
                             -------


Item 5.     Market for Common Equity and Related Stockholder
            Matters.
-------    --------------------------------------------------

Common Stock
------------

Prior to October 10, 2005, the Registrant's Common Stock traded
in the over-the-counter market under the symbol "TYBR" and from
and after October 10, 2005 the new stock ticker symbol for the
Registrant's common stock is "AHDS".

The following table sets forth the range of the high and low bid
prices for the Common Stock for the four quarters in 2004 and
the high and low prices for the four quarters of 2005. The
quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual
transactions.

                   Common Stock
                   ------------

Quarter Ended      High         Low
-------------      ----         ---
3/31/04            0.20         0.20
6/30/04            0.13         0.13
9/30/04            0.08         0.08
12/31/04           0.35         0.32


                                21
<PAGE>

3/31/05            0.79         0.75
6/30/05            1.00         0.88
9/30/05            0.82         0.82
12/31/05           0.35         0.32

At December 31, 2005, Alfa had 28,389,587,shares of its $0.001
par value common stock ("Common Stock") issued and outstanding,
and there were approximately 1,410 holders of record of such
Common Stock.

Alfa has never declared any dividends on its Common Stock, and
it is anticipated that any earnings in the foreseeable future
will be retained for the Company's business. Any declaration in
the future of any cash or stock dividends on Alfa's Common Stock
will be at the discretion of the Board of Directors and will
depend upon, among other things, earnings, the operating and
financial condition of the Company, capital requirements and
general business conditions.

Preferred Stock
---------------

Alfa (or, the "Corporation") is authorized to issue up to one
million shares of its $0.001 par value preferred stock and has
designated 150,000 shares of such preferred stock as Series B
Convertible Preferred Stock (the "Preferred Stock"). At December
31, 2005, Alfa had 107,100 shares of Preferred Stock issued and
outstanding, with the voting powers, preferences and rights as
hereinafter set forth:

Price per Share:   $40

Dividends:

(1) The holders of the shares of Preferred Stock (the "Preferred
Shares") shall be entitled to receive, out of funds or out of
shares of the Corporation's Common Stock legally available
therefore, dividends at the annual rate of $2.00 per Preferred
Share, either in shares of Common Stock or in cash, at the sole
option of the Company, on the "Conversion Date" or on the
"Redemption Date" (as those terms are hereinafter defined), and
no more, payable in preference and priority to any payment of
any cash dividend on the Common Stock or any other shares of

                                22
<PAGE>
capital stock of the Corporation. Such dividends shall be
payable to the holders of record of the Preferred Shares on
the close of business on either the Conversion Date or on the
Redemption Date, as the case may be, (such date is referred to
hereinafter as the "Dividend Payment Date"), provided that,
before any dividend may be paid with respect to the Common
Stock, or any other distribution of corporate assets made
thereon, holders of the Preferred Shares shall receive all
dividends accrued thereon.

2) Each of such annual dividends shall be fully cumulative and
shall accrue, whether or not declared, without interest, from
the first day of the period in which such dividend may be
payable as herein provided.

 (3) No dividends shall be declared or paid or set apart for
payment on the Common Stock, or on the preferred stock of any
series ranking, as to dividends, junior to the Series B
Preferred Stock, for any period unless fully cumulative
dividends have been or contemporaneously are declared and paid
(or declared and a sum sufficient for the payment thereof has
been set aside for such payment) on the Series B Preferred Stock
for all dividend payment periods terminating on or prior to the
date of payment of such fully cumulative dividends. Unless fully
cumulative dividends have been paid on the Series B Preferred
Stock, no other distribution shall be made upon the Common Stock
of the Corporation or upon any securities junior to the Series B
Preferred Stock.

Conversion:

The holders of the Preferred Shares shall have conversion rights
as follows:

(1) Mechanics of Conversion

    In order for a holder of Preferred Shares to convert all or
some portion of the Preferred Shares into shares of Common
Stock, and subject to the restrictions set forth herein, such
holder shall surrender the certificate or certificates for such
Preferred Shares [the "Preferred Share Certificate(s)"] at the
office of the transfer agent of the Preferred Stock (or the
principal office of the Corporation, if the Corporation serves
as its own transfer agent) together with written notice as set

                                23
<PAGE>
forth in the conversion certificate executed by such holder
("Notice") that such holder elects to convert all or a specified
number of Preferred Shares represented by such Preferred Share
Certificate(s), provided that conversion shall not be permitted
with respect to less than 100 Preferred Shares at any one time
unless such shares represent the full amount then convertible as
set forth herein, and accompanied, if required by the
Corporation, by such holder's blank executed stock power. The
"Conversion Date" shall be the date of receipt of such Preferred
Share Certificate(s) and Notice by the transfer agent (or by the
Corporation, if the Corporation serves as its own transfer
agent). The Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver to such holder of the
Preferred Shares, a certificate for the number of shares of
Common Stock to which such holder shall be entitled.

(2) Right to Convert

     Subject to the provisions for adjustment and Redemption
hereinafter set forth, on or after the date of issuance of the
Preferred Shares (the "Issue Date"), each such Preferred Share
shall be convertible (the "Conversion Right"), at the option of
the holder thereof, into forty (40) shares of Common Stock plus
the number of shares of Common Stock determined by dividing the
sum of (x) the accrued dividends as of the Conversion Date on
the Preferred Shares to be converted, by (y) one dollar ($1.00)
[the "Conversion Price"].

 (3) Reservation of Shares of Common Stock

     The Corporation shall, for so long as there are Preferred
Shares outstanding, reserve and keep available out of its
authorized but un-issued shares of Common Stock, for the purpose
of effecting the conversion of the Preferred Shares, such number
of duly authorized shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding
Preferred Shares, and the Corporation will use its reasonable
best efforts to take the action necessary to increase the number
of reserved shares from time to time, if needed, and to increase
the number of authorized shares of Common Stock if such an
increase becomes necessary to permit exercise of the Conversion
Right.



                                24
<PAGE>

(4) Conversion Adjustment.

     The number of shares of Common Stock into which the
Preferred Shares may be converted shall be subject to adjustment
from time to time under certain circumstances as follows:

(i) In the event that the Corporation shall at any time prior to
such conversion either: (a) subdivide the outstanding shares of
Common Stock into a greater number of shares, (b) combine the
outstanding shares of Common Stock into a smaller number of
shares, (c) change the outstanding shares of Common Stock into
the same or a given number of shares of another class or classes
of shares, or (d) declare a dividend on or in respect of the
outstanding shares of Common Stock or other securities of the
Corporation, or (e) offer to all the holders of the shares of
Common Stock any rights to subscribe for shares or for other
securities of the Corporation, then the holders of the
Preferred Shares shall be entitled, as the case may be, to
receive the same number of shares of Common Stock or other
securities of the Corporation, or to purchase at the same price
that the shares or securities are being offered to all the
holders of the shares of Common Stock, the number of such shares
or the amount of such securities as will represent the same
proportional ownership of the outstanding shares of Common Stock
prior to such increase or decrease as they would have been
entitled to receive or subscribe for, as the case may be, had
they been holders of the number of shares of Common Stock into
which their Preferred Shares were convertible on the record
date for any such event.

 (ii) In the event of a merger, including any statutory merger
of the Corporation with and into any of its wholly-owned
subsidiaries ("Merger"), lawful provision shall be made as part
of the terms of such Merger that all the Preferred Shares then
outstanding, if any, (together with all accumulated dividends
thereon) shall be automatically converted into the right to
receive the number of such shares or the amount of such
securities or assets as the holders of such Preferred Shares
would have been entitled to receive had they been holders of the
number of shares of Common Stock into which their Preferred
Shares were convertible on the record date for any such Merger.



                                25
<PAGE>

(iii) In the event of the sale of substantially all the assets
of the Corporation, lawful provision shall be made as part of
the terms of such sale that all the Preferred Shares then
outstanding, if any, (together with all accumulated dividends
thereon) shall be automatically converted into the right to
receive the same kind and amount of securities or assets as may
be issuable, distributable or payable upon such sale with
respect to the shares of Common Stock of the Corporation.

(5) Fractional Shares.

     The Corporation shall not issue fractional shares in
satisfaction of the Conversion Right of the Preferred Shares or
in satisfaction of dividends on the Preferred Shares, but, in
lieu thereof, all such fractional shares, if any, shall be
rounded up to the nearest whole share amount on the Conversion
Date or Dividend Payment Date, as the case may be.

(6) From and after the Conversion Date, unless there shall have
been a default in payment of the Conversion Price, all rights of
the holders of the Preferred Shares designated for conversion in
the Notice or in the Merger as holders of the Preferred Shares
(except the right to receive the Conversion Price without
interest upon surrender of their certificate or certificates)
shall cease with respect to such Preferred Shares designated for
conversion, and such Preferred Shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.

Redemption:

(1) At any time after twelve months after the Issue Date (or at
any time upon the mutual agreement of the Corporation and all
holders of Preferred Shares), while there are such Preferred
Shares outstanding, the Corporation may, at the option of its
Board of Directors, redeem all or any number of such Preferred
Shares then outstanding by paying $40 per Preferred Share for
each Preferred Share so redeemed plus all accrued but unpaid
dividends then outstanding on the Preferred Shares so redeemed
(the "Redemption Price"). The Redemption Price may be paid, at
the Company's sole discretion, in cash or in shares of the
Company's Common Stock valued at one dollar ($1.00) per share of
Common Stock.

                                26
<PAGE>
 (2) At least 30 days prior to the date fixed for any redemption
of the Preferred Shares (hereinafter referred to as a
"Redemption Date"), written notice shall be mailed, by first
class or registered mail, postage prepaid, to each holder of
record of Preferred Shares to be redeemed, to the address of
such holder shown on the records of the Corporation, notifying
such holder of the election of the Corporation to redeem such
Preferred Shares, indicating whether the Redemption Price will
be paid in cash or in shares of Common Stock, specifying the
Redemption Date, which will also be the date on which such
holder's Conversion Right pursuant to this Certificate as to
such Preferred Shares being redeemed shall terminate, and
calling upon such holder to surrender to the Corporation, in the
manner and at the place designated, such holder's certificate or
certificates representing the Preferred Shares to be redeemed
(such notice is hereinafter referred to as the "Redemption
Notice"). On or prior to the Redemption Date, each holder of the
Preferred Shares to be redeemed shall surrender his or its
certificate representing such Preferred Shares to the
Corporation in the manner and at the place designated in the
Redemption Notice, and thereupon the Redemption Price of such
Preferred Shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the
owner thereof and each surrendered certificate shall be
canceled. From and after the Redemption Date, unless there shall
have been a default in payment of the Redemption Price, all
rights of the holders of the Preferred Shares designated for
redemption in the Redemption Notice as holders of the Preferred
Shares (except the right to receive the Redemption Price without
interest upon surrender of their certificate or certificates)
shall cease with respect to such Preferred Shares designated for
redemption, and such Preferred Shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.

3) Subject to the provisions hereof, the Board of Directors of
the Corporation shall have authority to prescribe the manner in
which the Preferred Shares shall be redeemed. Any Preferred
Shares so redeemed shall be permanently retired, shall no longer
be deemed outstanding and shall not under any circumstances be
reissued, and the Corporation may from time to time take such
appropriate action as may be necessary to reduce the authorized
Preferred Shares accordingly.


                                27
<PAGE>
Voting:

Except as may be required by the Delaware General Corporation
Law or as set forth in the next following sentence, the
Preferred Shares shall not be entitled to vote on any matters
submitted to the stockholders of the Corporation. Without the
approval of holders of a majority of the outstanding Preferred
Shares, the Corporation shall not (1) authorize, create or issue
any shares of any class or series ranking senior to the
Preferred Shares as to liquidation rights, (2) amend, alter or
repeal, by any means, the Certificate of Incorporation whereby
the powers, preferences, or special rights of the Preferred
Shares would be adversely affected or (3) subject the Preferred
Shares to any restrictions, other than restrictions arising
solely under the Delaware General Corporation Law or existing
under the Corporation's Certificate of Incorporation.

Liquidation:

In the event of a liquidation, dissolution or winding up of the
Corporation, the holders of the Preferred Shares shall be
entitled to receive, after due payment or provision for the
payment of the debts and other liabilities of the Corporation
and prior to any liquidating distribution in respect to any
other class of stock, a liquidating distribution equal to the
Redemption Price.

Other:

The Corporation is authorized to issue the balance of the
preferred stock not designated or otherwise provided for herein,
from time to time in one or more series, with such designations,
relative rights, preferences or limitations permitted by the
relevant provisions of the Delaware General Corporation Law as
shall be fixed by the Board of Directors in the resolution or
resolutions providing for the issuance of such stock, in respect
of any class or classes of stock or any series of any class of
stock of the Corporation which may be desired but which shall
not be fixed by the provisions contained herein. The Board of
Directors is expressly authorized to adopt such resolution or
resolutions providing for the issuance of such stock, including
the power to specify the number of shares in any series, from
time to time, as the Board of Directors, in its discretion, may
deem desirable.

                                28
<PAGE>

Convertible Debentures
----------------------

On December 8, 2005, Alfa entered into a Securities Purchase
Agreement (the "Purchase Agreement") with Cornell Capital
Partners, LP ("Cornell"). Upon the terms and subject to the
conditions contained in the Purchase Agreement and other
documents executed coincident with the Purchase Agreement
(collectively, the "Transaction Documents"), the Company agreed
to sell to Cornell and Cornell agreed to purchase up to $500,000
of secured convertible debentures (each, a "Convertible
Debenture" and collectively, the "Convertible Debentures").
Pursuant to the Purchase Agreement, on December 8, 2005 Cornell
purchased a Convertible Debenture (the "First Debenture") from
the Company in the face amount of $250,000 for a like amount.
The principal sum of the First Debenture together with accrued
but unpaid interest at an annual rate of 10% is payable on or
before December 7, 2008. Pursuant to the Purchase Agreement, on
January 24, 2006 Cornell purchased a second Convertible
Debenture (the "Second Debenture") from the Company in the face
amount of $250,000 for a like amount. The principal sum of the
Second Debenture together with accrued but unpaid interest at an
annual rate of 10% is payable on or before January 23, 2009.

The Company has the right, with three business days advance
written notice, to redeem a portion or all amounts outstanding
under the Convertible Debentures prior to their maturity dates
as follows: the Company must pay an amount equal to the
principal amount outstanding and being redeemed plus accrued
interest thereon, plus a redemption premium of 20% of such
principal amount being redeemed.

The Convertible Debentures are convertible into shares of the
Company's Common Stock at the option of their holder. The number
of shares of Common Stock issuable upon a conversion equals the
quotient obtained by dividing the then outstanding amount of the
Convertible Debenture to be converted plus accrued interest
thereon by a price per share equal to 90% of the lowest volume
weighted average price ("VWAP") of the Company's Common Stock
during the fifteen trading days immediately preceding the
conversion date, subject to adjustments set forth in the
Convertible Debentures (the "Conversion Price"). If, however, at
the time of any conversion:

                                29
<PAGE>

(1) the number of shares of Common Stock authorized, unissued
and unreserved for all purposes, or held as treasury stock, is
insufficient to pay principal and interest in shares of Common
Stock; (2) the Common Stock is not listed or quoted for trading
on the NASDAQ OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ
National Market, New York Stock Exchange or American Stock
Exchange; (3) the Company has failed to timely satisfy the
conversion; or (4) the conversion would be prohibited by the
terms of the Convertible Debenture to be converted, then, at the
option of the holder of the Convertible Debenture to be
converted, the Company, in lieu of delivering shares, must
deliver, an amount in cash equal to the product of the
outstanding principal amount to be converted plus accrued
interest thereon divided by the Conversion Price then in effect
and multiplied by the highest closing price for a share of
Common Stock from date of the conversion notice until the date
that such cash payment is made. Other adjustments to the
Conversion Price are similar to the adjustments to the Exercise
Price of the Warrant which the Company issued to Cornell as
described below.

There is no limit to the number of shares of Common Stock the
Company may be required to issue to satisfy its obligations
under the Convertible Debentures. Any decline in the market
price of the Common Stock will increase the number of shares of
Common Stock the Company would otherwise be required to issue.

A holder of a Convertible Debenture may not convert or receive
shares as payment of interest to the extent such conversion or
receipt of such interest payment would result in the holder,
together with any affiliate of the holder, beneficially owning
in excess of 4.9% of the then issued and outstanding shares of
Common Stock, including shares issuable upon conversion of, and
payment of interest.

Except for shares to be issued in connection with the Purchase
Agreement, upon the exercise of any outstanding stock options,
upon the exercise of any outstanding Common Stock purchase
warrants or upon the conversion of, or the payment of dividends
on, our presently outstanding shares of Series B Preferred
Stock, so long as any of the principal amount or interest on the
Convertible Debenture remains unpaid and unconverted, the
Company may not, without the prior consent of the holders of the
Convertible Debentures:
                                30
<PAGE>

(i) issue or sell any Common Stock or preferred stock without
consideration or for a consideration per share less than the bid
price of the Common Stock determined immediately prior to its
issuance,

(ii) issue or sell without consideration or for a consideration
per share less than the bid price of the Common Stock determined
immediately prior to its issuance, any preferred stock, warrant,
option (except for options issued to employees pursuant to the
Company's existing stock option plan), right, contract, call, or
other security or instrument granting the holder the right to
acquire Common Stock,

(iii) other than security interests in connection with Contact
Sports, Inc. which the Company has disclosed to Cornell, enter
into any security instrument granting the holder a security
interest in any of the assets of the Company, Contact Sports,
Inc. or Ty-Breakers Corp., or

(iv) file any registration statements on Form S-8 registering
more than 10% of the Company's outstanding shares of Common
Stock as of the date hereof under the Company's employee stock
option plan.

If an event of default, as defined in the Convertible
Debentures, occurs, the holders may declare the entire unpaid
balance of principal and interest due and payable. Among the
defined events of default are the failure of the shares of
Common Stock to be quoted for trading or listed for trading on
the NASDAQ OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ
National Market, New York Stock Exchange or the American Stock
Exchange or the legal inability of the holders to sell the
underlying shares under the registration statement described
below or a failure by the Company to file such registration
within the time period described below.

The Convertible Debentures are secured pursuant to the terms of
a Pledge and Escrow Agreement the Company entered into on
December 8, 2005 with Cornell and David Gonzalez, as "Escrow
Agent". Pursuant to the Pledge and Escrow Agreement, the Company
pledged 3,000,000 shares of its Common Stock (the "Pledged
Shares") to secure payment of the Convertible Debentures. The
Company has delivered to the Escrow Agent a certificate issued
in the name of the Company representing the Pledged Shares. In
                                31
<PAGE>
the event of a default by the Company under the Convertible
Debentures or other agreements relating to them, the Escrow
Agent is authorized to deliver the Pledged Shares to Cornell. In
addition to all other remedies available to Cornell, upon an
event of default, the Company is required to promptly file a
registration statement with the Securities & Exchange Commission
("SEC") to register the Pledged Shares for resale by Cornell.

Pursuant to the Registration Rights Agreement described below
the Company was required to file a registration statement with
the SEC which the Company filed on Form SB-2 on January 23,
2006.

Pursuant to the Purchase Agreement, the Company issued a warrant
dated December 8, 2005 ("Warrant") to Cornell to purchase
257,732 shares of Common Stock at an exercise price of $0.97 per
share, subject to adjustment as set forth in the Warrant (the
"Exercise Price"). The Warrant expires on December 7, 2010. In
no event, however, shall the holder of the Warrant be entitled
to exercise the Warrant for a number of shares in excess of that
number of shares which, upon giving effect to such exercise,
would cause the aggregate number of shares of Common Stock
beneficially owned by the holder and its affiliates to exceed
4.9% of the outstanding shares of Common Stock following such
exercise, except within sixty days of the expiration of the
Warrant. If at the time of exercise of the Warrant, the shares
of Common Stock underlying the Warrant are not subject to an
effective registration statement under the Securities Act of
1933, as amended (the "Act") or if an event of default under the
Convertible Debentures or the Transaction Documents has
occurred, the holder of the Warrant, in lieu of making payment
of the Exercise Price in cash, may elect a cashless exercise in
accordance with the formula set forth in the Warrant.

If, subject to the exceptions set forth in the Warrant, during
the time that the Warrant is outstanding the Company issues or
sells, or is deemed to have issued or sold, any shares of Common
Stock for a consideration per share less than a price equal to
the then Exercise Price, then the Exercise Price will be reduced
to an amount equal to such consideration per share. Upon each
such adjustment, the number of shares of Common Stock issuable
upon exercise of the Warrant will be adjusted to the number of
shares determined by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares

                                32
<PAGE>
issuable upon exercise of the Warrant immediately prior to such
adjustment and dividing the product by the Exercise Price
resulting from such adjustment. Similar adjustments will be made
upon any issuance or sale by the Company of options to purchase
Common Stock or convertible securities.

On December 8, 2005, the Company also entered into a
Registration Rights Agreement with Cornell. Pursuant to the
Registration Rights Agreement, the Company agreed to prepare and
file with the SEC a registration statement for the resale by
Cornell of the shares of Common Stock to be issued upon
conversion of the Convertible Debentures and the 257,732 shares
of Common Stock underlying the Warrant. The Company filed such
registration statement with the SEC on Form SB-2 on January 23,
2006. In the event that the registration statement is not
declared effective by the SEC within 120 days after December 8,
2005 [i.e. by April 7, 2006] or if after it has been declared
effective by the SEC, sales cannot be made pursuant to the
registration statement, then the Company will, unless such
requirement is waived by Cornell, be required to pay liquidated
damages of 2% of the liquidated value of the Convertible
Debentures outstanding for each thirty day period after the
filing deadline or the 120 day period, as the case may be. As of
the date hereof the registration statement has not been declared
effective by the SEC and the Company has not received any
notification from Cornell that it is in default under the
Registration Rights Agreement. The Company has agreed to
indemnify Cornell against certain losses, costs or damages which
may arise in connection with the registration statement,
including those which may arise under the Act. The Debentures
and the Warrant were issued pursuant to Rule 506 of Regulation D
promulgated under the Act and/or Section 4(2) of the Act. The
Transaction Documents were filed as exhibits to the Company's
filing on Form 8-K dated December 9, 2005.

In accordance with Emerging Issues Task Force Issue 98-5,
Accounting for Convertible Securities with a Beneficial
Conversation Feature or Contingently Adjustable Conversion
Ratios ("EITF 98-5"), Alfa recognized an imbedded beneficial
conversion feature present in the Debenture.

Alfa allocated a portion of the proceeds equal to the intrinsic
value of that feature to capital in excess of par value. Alfa
measured an aggregate of $132,208 of the proceeds, which is

                                33
<PAGE>
equal to the intrinsic value of the imbedded beneficial
conversion feature, and recognized it to capital in excess of
par value and a discount against the debenture. The discount is
amortized over the convertible debenture's maturity period
(three years) as interest expense.

In connection with the issuance of the Debenture, Alfa issued a
warrant granting the holder the right to acquire 257,732 shares
of Alfa's Common Stock at an exercise price of $0.97 per share,
subject to certain adjustments.

In accordance with Emerging Issues Task Force Issue 00-27,
Application of Issue No. 98-5 to Certain Convertible Instruments
("EITF - 00-27"), Alfa recognized the value attributable to the
warrant in the amount of $69,421 to capital in excess of par
value and a discount against the Debenture. Alfa valued the
warrant in accordance with EITF 00-27 using the Black-Scholes
pricing model.


The transfer agent for Alfa's Common Stock is Continental Stock
Transfer and Trust Company, 17 Battery Place, New York, New York
10004.

The transfer agent for Alfa's Preferred Stock is Alfa
International Holdings Corp., 350 Fifth Avenue, Suite 1103, New
York, New York 10118.


Item 6.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations
-------  -------------------------------------------------

The financial statements for fiscal years 2005 and 2004 have
been audited by the Company's independent certified public
accountants. All of the Company's operations are conducted
through its wholly-owned subsidiaries, JOL, Contact and Ty-
Breakers.

During 2005, Alfa concentrated on (1) concluding the acquisition
of JOL and preparing for JOL's final presentation of the Omagine
project to the Government of Oman, (ii) concluding the sale of
the Debentures to Cornell, and (iii) re-positioning Contact's
business plan and strategy.

                                34
<PAGE>
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, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. The policies discussed below are
considered by management to be critical to an understanding of
our financial statements because their application places the
most significant demands on management's judgment, with
financial reporting results relying on estimation about the
effect of matters that are inherently uncertain. Specific risks
for these critical accounting policies are described in the
following paragraphs. For all of these policies, management
cautions that future events rarely develop exactly as forecast,
and the best estimates routinely require adjustment.

Revenue Recognition. Revenue is recognized at Contact and Ty-
Breakers when goods are shipped to customers from the Company's
outside warehouse. The method of revenue recognition at JOL will
be determined by management when and if it becomes likely that
JOL will begin generating revenue.

Inventory Reserves.   Inventory reserves at Contact are
established to cover losses anticipated from inventory items
having become either un-saleable or saleable only at reduced
prices. Contact's business plan calls for it to build inventory
primarily against approved purchase orders and to maintain
moderate amounts of risk inventory for fill-in orders on fast-
moving items. Such risk inventory will be exclusively finished
goods and, if unsold, will generally be liquidated on a close-
out basis at the end of each season. There is no current
inventory reserves.

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


                                35
<PAGE>
General Statement: Factors that may affect future results
---------------------------------------------------------

With the exception of historical information, the matters
discussed in Management's Discussion and Analysis of Financial
Condition and Results of Operations contain forward-looking
statements under the 1995 Private Securities Litigation Reform
Act that involve various risks and uncertainties.  Typically,
these statements are indicated by words such as "anticipates",
"expects", "believes", "plans", "could", and similar words and
phrases. Factors that could cause the company's actual results
to differ materially from management's projections, forecasts,
estimates and expectations include, but are not limited to, the
following:

* Failure of JOL to sign the Development Agreement with the
    Government of Oman.
* Inability of the Company to secure additional financing;
* Unexpected economic changes in the United States or abroad;
   and
* The imposition of new restrictions or regulations by
   government agencies in the U.S or abroad that affect the
   Company's business activities.

The following discussion highlights the Company's business
activities during the fiscal years 2005 and 2004.

Results of Operations:

Fiscal Year Ended December 31, 2005 Compared to
Fiscal Year Ended December 31, 2004

JOL, which was acquired in October 2005, did not generate any
revenue in 2005. Presently, the nature of JOL's business is such
that it is not expected to generate revenues until after the
occurrence of an event - the development of the Omagine project
- which, as of the date hereof, is not certain to occur. (See:
"Description of Business - Products, Services - The Omagine
Project"). Management is presently examining other possible
sources of revenue which, subject to the Development Agreement
being executed by JOL and the Government of Oman, may be added
to JOL's operations.


                                36

<PAGE>
The Company's revenues in 2005 were $271,331, an increase of
$200,556 (283%) from fiscal year 2004. This revenue increase
resulted entirely from increased sales of private-label products
at Contact. As of the date hereof Contact has a backlog of
$180,000 of unfilled orders. The cost of sales percentage was
87% for fiscal 2005 and 232% in fiscal 2004. The cost of sales
percentage at Contact is budgeted at 50% to 55% for branded
products and 75% for private-label products. The 87% cost of
sales in 2005 reflects an $23,188 write-down of branded product
consignment inventory during 2005 as well as the greater mix of
private-label sales that constitute Contact's revenue in 2005.

Contact's inventory at December 31, 2005 was $1,420 and future
investment in inventory is not expected to be significant.
Inventory will primarily be manufactured and sold pursuant to
specific purchase orders. Inventory decreased $43,262 as of
December 31, 2005 compared to December 31, 2004.

Selling and marketing expenses in 2005 were $108,003 which
represents a decrease of $190,934 (64%) from the Company's 2004
selling and marketing expenses of $298,937. This decrease was
attributable to reduced salaries and associated expenses
resulting from switching Contact's employees to a much reduced
compensation basis as consultants during 2005 and to reductions
in show expenses, promotional expenditures and sampling. Absent
an upturn in Contact's branded product business, which
management does not expect any time soon, management expects to
make minimum investments in Contact's marketing programs.

General and administrative expenses of $5,810,670 in fiscal 2005
were $5,182,352 (825%) higher than the $628,318 incurred in
fiscal 2004. The primary reason for this increase was the
$5,079,919 non-cash expense of the goodwill impairment
associated with the acquisition of JOL in October 2005.
Excluding this non-cash item, the Company's general and
administrative expenses were $740,711 in fiscal 2005
representing an increase of $112,393 (18%) over the $628,318
incurred in fiscal 2004. This $112,393 increase was attributable
to the approximately $280,000 in such expenses incurred during
the fourth quarter at JOL associated with JOL's final
presentation of the Omagine project in Oman and partially offset
by the Company's stringent cost cutting during 2005 primarily
consisting of reductions in salaries and consulting services.


                                37
<PAGE>

The Company sustained a net loss of $5,900,662 during fiscal
2005 which included a charge of $5,079,919 for the impairment of
goodwill associated with the JOL acquisition and a $4,970 non-
cash interest expense that the Company recognized in connection
with the sale of the Debenture by Alfa. Absent these two non-
cash charges, the Company's net loss for the 2005 fiscal year
was $815,773 which represents a decrease of $204,851 (20%) from
the 2004 net loss of $1,020,624. The lower net loss (exclusive
of the non-cash goodwill charge and the non-cash interest
expense associated with the Debenture) was primarily
attributable to a $127,740 swing in gross profits to $34,334 in
2005 from ($93,406) in 2004 combined with the $190,934 decrease
in selling and marketing expenses in 2005; the positive impact
of which was partially offset by the $112,393 increase in
general and administrative expenses.

The continued losses for the Company are attributable to the
failure to attain a sufficient level of sales revenue. The
Company will need to substantially increase its revenue in order
to attain profitability.

As discussed above, the nature of JOL's present business is such
that it is not expected to generate revenues until after the
development of the Omagine project is significantly underway, an
event which, as of the date hereof, is not certain to occur.
(See: "Description of Business - Products, Services - The
Omagine Project"). Management is examining other possible
sources of revenue which, subject to the Development Agreement
being executed, may be added to JOL's operations. During 2005
management has re-positioned Contact such that it will now focus
on sales of its "private-label" products which are less
profitable but do not require large investments in marketing and
advertising. Management believes that Contact's private-label
business may generate the profits necessary to finance the
continuation of Contact's branding, advertising and public
relations efforts. No assurance can be given at this time that
management's current strategy will be effective or successful.
Should this strategy not be successful, Contact may discontinue
its branded product line partially or in its entirety, and
concentrate only on its private-label business or, if the
private-label business is not viable, Contact may discontinue
its business in its entirety.


                                38
<PAGE>

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

No significant capital expenditures were incurred during fiscal
year 2005. Depending upon the outcome of current negotiations
and the availability of resources, the Company may incur
significant expenses related to capital expenditures during
fiscal 2006.


Liquidity and Capital Resources

The Company has experienced negative cash flows from operations
for the past several years. In 2005, the Company generated a net
positive cash flow of $41,566 solely as a result of its
financing activities including the proceeds from the sale by the
Company of a Debenture and shares of its Common and Preferred
Stock. The Company incurred net losses of $5,900,662 [$815,773
before a non-cash charge of $5,079,919 for goodwill expense and
$4,970 for non-cash interest expense], $1,020,624 and $706,801
in fiscal 2005, 2004 and 2003, respectively, an aggregate net
loss of $7,628,087 [$2,543,198 before a non-cash charge in 2005
of $5,079,919 for goodwill expense and $4,970 for non-cash
interest expense] for those three fiscal periods. The Company
does not expect to incur significant expenses in the future for
advertising, marketing or promotional expenses for Contact
unless such expenses can be absorbed by the cash flows generated
by Contact's operations.

At December 31, 2005, the Company had a working capital deficit
of ($633,747), compared to a working capital deficit of
($162,116) at December 31, 2004. This $471,631 increase in the
Company's working capital deficit is attributable to a $474,124
increase in current liabilities as a result of: (a) $311,043 in
additional accounts payable [primarily due to the acquisition of
JOL in October 2005]; (b) a $28,168 customer deposit payable at
Ty-Breakers; (c) $121,743 of additional accrued payroll
liabilities; (d)$22,797 in additional accrued expenses
[primarily due to the acquisition of JOL in October 2005] and
(e) $42,969 increase in preferred stock dividends payable,
offset by a reduction of $52,596 in loans due to an affiliate


                                39
<PAGE>
[due to the acquisition of JOL in October 2005]. Current assets
increased $2,493.

At December 31, 2005, the Company had $66,118 in current assets,
consisting of $41,566 in cash, $4,050 of inventory and
receivables and $20,502 of prepaid assets.  The Company's
current liabilities at December 31, 2005 totaled $699,865,
consisting of $453,791 of accounts payable and accrued expenses,
$28,168 of customer deposits, $42,983 of dividends payable and
$174,923 in accrued payroll.

Of the $699,865 of current liabilities at December 31, 2005, -
$217,906 or 31% represents amounts which are either (i) due to
officers, or (ii) may be paid in common stock in lieu of cash.

The $451,798 of funds used by operating activities during 2005
were used primarily to fund the net loss of $815,773 (exclusive
of the extraordinary non-cash goodwill charge of $5,079,919 and
the non-cash interest expense of $4,970) plus the increase in
prepaid expenses. Operating funds were primarily provided by
decreases in accounts receivable and inventory and increases in
accounts payable, customer deposits, accrued expenses and
accrued payroll.

Funds totaling $1,755 were invested during 2005 in computer and
telephone equipment.

Funds totaling $495,119 were provided by financing activities
during 2005 from proceeds realized from the sales of common and
preferred stock and a Debenture.

As a result of the foregoing, the Company had a cash balance at
December 31, 2005 of $41,566 as compared to no cash balance at
December 31, 2004.

The Company will rely principally upon the business of its
newly acquired JOL subsidiary and to a lesser extent upon its
Contact Sports subsidiary for revenue growth.

The continuation of JOL's efforts to conclude its proposed
substantial real estate development project in Oman is also
contingent upon the receipt by Alfa and/or JOL of the necessary
financing to fund JOL's business plan. Recent negotiations
between the Government of Qatar and JOL have been successfully

                                40
<PAGE>

concluded on a friendly basis and management expects that the
settlement of the dispute between JOL and the State of Qatar
will be finalized on or before May 15, 2006. Notwithstanding the
foregoing, the Company will need to raise significant additional
capital and/or secure significant additional financing in order
to execute its presently conceived business plan with respect to
both JOL and Contact. There can be no assurance given at this
time that the dispute between JOL and the State of Qatar will
actually be finalized on or before May 15, 2006 or that the
Company will be able to raise or secure the significant amounts
of financing necessary for it to execute its presently conceived
business plan.

The continuation of Contact's business is contingent upon (i)
the receipt by Alfa of the necessary financing to fund Contact's
business and (ii) the success within a very limited amount of
time after the date hereof of the sales efforts presently being
undertaken to sell Contact's private-label products to major
retailers. Because of the substantial uncertainties discussed
herein, including the difficulty and expense of launching a new
"Brand" in the apparel business and the difficulty of selling
"private-label" products in the apparel business, the Company
can presently give no assurance that Contact will attain its
objectives with respect to bookings, shipments or sales in the
timetable previously described, or in any timetable.

Contact's inability to substantially increase sales rapidly will
significantly affect Contact's ability to continue operations.

The Company's inability to secure or arrange additional funding
to implement JOL's business plan will significantly affect JOL's
- and possibly the Company's - ability to continue operations.

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

                                41
<PAGE>

equal to 1.5% of any account receivable Contact assigns to it
with the stipulation that the minimum monthly amount of such
payments will be at least $1,125. Any of Contact's accounts
receivable assigned to the Factor are maintained on Contact's
records as an account receivable until payment is received from
the Factor for such account receivable. All fees paid to the
Factor are expensed as incurred. The Factoring Agreement is
deemed renewed from year to year following the initial term
unless terminated with notice by either party. In March 2006
Contact gave such notice of termination to the Factor and
subsequently the Factor and Contact agreed to continue the
Factoring Agreement after March 2006 on a month-to-month basis,
but with no minimum guaranteed payments required to be made by
Contact. The Factoring Agreement, as so modified, currently
remains in effect.

Prior to the date hereof, the Company has to a great extent
relied on the net proceeds from private placement sales of its
Debentures and equity securities to fund its operations. No
assurances can be given that such sales will be able to be made
in the future.

As of the date hereof, Alfa has 4,100,500 warrants outstanding
at an exercise price of $0.75 per share of Common Stock. The
Company reduced the exercise price of these warrants to $0.60
for the period beginning June 7, 2005 and ending August 12, 2005
(the "Exercise Period"). During the Exercise Period warrant
holders exercised 253,500 warrants at the reduced exercise price
of $0.60 per share and the Company received net proceeds
therefrom of $137,490. The remaining 4,100,500 unexercised
warrants are exercisable at $0.75 per share and expire on
September 30, 2006. Alfa has other warrants issued and
outstanding at varying exercise prices and expiration dates.
(See: Notes to Financial Statements - Note 6)

In addition to the abovementioned 253,500 shares of Common Stock
sold to Warrant Holders for net proceeds of $137,490, during
2005, the Company also sold 324,225 shares of Common Stock to
investors and received net proceeds therefrom of $166,225 and
1,450 shares of its Series B Preferred Stock and received net
proceeds therefrom of $29,000.


                                42

<PAGE>
Impact of Inflation

The general level of inflation both in the U.S and Oman has been
relatively low during the last several fiscal years and has not
had a significant impact on the Company. This condition is
expected to continue during fiscal 2006.

Risk Factors
------------

As discussed just prior to Item 1, "Description of Business",
certain statements made in this report on Form 10-KSB are
"forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and 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 materially differ from those set forth in the
forward-looking statements. Certain factors that could cause
such differences include: the uncertainty of success associated
with JOL's ongoing efforts relative to its contract negotiations
with the government of the Sultanate of Oman relating to the
Omagine project; the success or failure of Alfa's continuing
efforts to secure additional financing; the acceptance in the
marketplace of Contact's "private-label" product line; the
uncertainty associated with the conclusion of JOL's efforts to
settle its contract dispute with the Government of Qatar.

Item 7.     Financial Statements
-------     --------------------

The response to this item is submitted as a separate section to
this report commencing on Page F-1.

Item 8.     Changes In and Disagreements With Accountants on
            Accounting and Financial Disclosure
-------     -------------------------------------------------
None

Item 8A.      Controls and Procedures
-------       -----------------------
Within the 90 days prior to the date of the filing of this Form
                                43
<PAGE>
10-KSB, the Company carried out an evaluation under the
supervision and 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.

Item 8B.      Other Information
-------       -----------------

None

                          PART III
                          --------

Item 9.     Directors, Executive Officers and Control Persons;
            Compliance with Section 16(a) of the Exchange Act
-------     --------------------------------------------------

The present Directors and Executive Officers of the Company are
as follows:

Name                     Age       Position
----                     ---       --------

Frank J. Drohan           61       Chairman of the Board of
                                   Directors, President, Chief
                                   Executive & Financial Officer

Charles P. Kuczynski      52       Vice-President, Secretary and
                                   Director

Salvatore J. Bucchere     62       Director

Kevin O'C. Green          58       Director

Louis J. Lombardo         61       Director
                                44
<PAGE>

Frank J. Drohan has served as a Director, Chairman of the Board,
President and CEO of Alfa since 1991. Mr. Drohan was also
Chairman of the Board, President and sole shareholder of Rif
International Corp., a privately held company which had
extensive overseas activities in the Middle East between 1977
and 1986. Rif ultimately acquired the Ty-Breakers business and
was itself acquired by Alfa in 1997. Mr. Drohan serves as a
Director and the Chairman of all of Alfa's subsidiaries. He is
also President & CEO of Journey of Light, Inc. and Chief
Executive Officer of Contact Sports, Inc.

Charles P. Kuczynski served as a Director and Secretary of
Alfa between 1988 and 1993 and from 1996 to the present. Mr.
Kuczynski was employed as Vice-President of Sales for Ty-
Breakers from 1993 until its acquisition by Alfa in 1997. Mr.
Kuczynski is the inventor of KENSEL, and a patent for KENSEL was
issued in his name in September 1992, which patent subsequently
was assigned to Ty-Breakers. Mr. Kuczynski serves as a Director
and the Secretary of all of Alfa's subsidiaries. He is also
President of Ty-Breakers Corp. and Vice-President of Contact
Sports, Inc.

Salvatore J. Bucchere has served as an outside Director of Alfa
since October 2001. Mr. Bucchere holds a bachelors degree in
business administration in Accounting from St. Johns University
in New York. From 1965 to 1968 he was employed as a management
consultant with Arthur Young & Co. and Main LaFrentz & Co. in
New York. From 1968 to 1971, Mr. Bucchere taught accounting and
law at Bishop Ford high school in Brooklyn. From 1971 to 1977,
he served as the Secretary and Vice president of Centennial
Industries, as a director of its Biddle Purchasing Co.
subsidiary and as president of its Jabro Automotive Co.
subsidiary. During this time, he was one of the founders, with
Mr. Drohan, of Biddle International Sales Co. From 1977 to 1979,
he was a Vice President and Director of Rif International Corp.
From 1979 to 1982 he was Executive Vice President of Custom
Carburetor Co. From 1982 until its bankruptcy filing in 2003, he
was Chairman of the Board and controlling shareholder of
Columbia Products Co., formerly a manufacturer and distributor
of rebuilt carburetors and automotive parts in the eastern
United States. Presently, Mr. Bucchere is president of an energy
conservation consulting firm.


                                45
<PAGE>
Kevin O. Green practices law in Mankato, MN. Mr. Green graduated
from St. Peter's Preparatory School, Jersey City, New Jersey in
1966 and attended the College of St. Thomas, St. Paul in
Minnesota where he graduated with majors in Geology and
Philosophy in 1970. He graduated from the University of
Minnesota Law School in 1975 and has practiced law in Minnesota
as a trial lawyer since that time. He has extensive experience
in business litigation including securities fraud and his law
practice has extended to several different states. He has
represented many business clients over the years, including the
Minneapolis Star and Tribune. Mr. Green also has business
interests in Honduras where he is the owner of a mining company.

Louis J. Lombardo became an Alfa Director on July 1, 2005. Mr.
Lombardo recently retired after 35 years at American Express
where he was Executive Vice President - Travel Related Services.
In this capacity he led an organization of worldwide operating
centers employing over 14,000 people and managed a $1.3 billion
operating budget and a $600 million capital budget. His
responsibilities  included controlling International Risk
Management & Global Fraud as well as customer service for both
Cardmembers and Merchants. Mr. Lombardo holds an MBA degree from
New York University. Presently, Mr. Lombardo runs his own
consulting company and owns and operates two privately held
businesses. He lives in New York City.

Effective July 1, 2005 Mr. Kye Giscombe resigned as a member of
the Board of Directors and Mr. Louis J. Lombardo was elected to
the Board to fill this vacancy. At December 31, 2005, the Board
of Directors of Alfa consisted of two inside directors: Frank J.
Drohan and Charles P. Kuczynski, and three independent outside
directors: Salvatore J. Bucchere, Kevin O'C. Green and Louis J.
Lombardo. Directors are elected to serve for one-year terms or
until their successors are duly elected and qualified. Officers
serve at the discretion of the Board of Directors. Inside
Directors receive no fees for acting as such. Independent
outside Directors receive stock options and receive a minimal
fee for attendance at the Company's annual meeting and are
entitled to reimbursement of reasonable out-of-pocket expenses
incurred in attending meetings.

The Company has an audit committee and a compensation committee
each designated by the Board of Directors. The members of the

                                46

<PAGE>

Audit Committee are Mr. Bucchere, Mr. Green and Mr. Drohan. Mr.
Bucchere, who is an independent outside director, is the
Chairman of the Audit Committee and is an audit committee
financial expert. See: ("Item 9 - Salvatore J. Bucchere")
The registrant has not adopted a written code of ethics but
intends to do so before December 31, 2006.


Section 16(a) Beneficial Ownership Reporting Compliance


Mr. Frank Drohan, Mr. Charles Kuczynski and Mr. Salvatore
Bucchere made late Form 4 and Form 5 filings which were required
as a result of their acquisition of Alfa Common Stock received
in December 2005 in exchange for their shares of JOL common
stock. Mr. Drohan also made a late Schedule 13-D filing. Mr.
Kevin Green and Mr. Robert Peacock made late Form 5 filings for
the year ended December 31, 2005. As of the date hereof, Mr.
Muftah Benomran has not yet made a Form 3, Form 4, Form 5 or
Schedule 13-D filing which are required as a result of his
acquisition of Alfa Common Stock received by him in December
2005 in exchange for his shares of JOL common stock. Mr. Lou
Lombardo has not yet made a Form 5 filing for the year ended
2005.


Item 10.     Executive Compensation
-------      ----------------------


The following table sets forth information relating to the
aggregate cash compensation received by the then-current
Executive Officers of the Company for services in all capacities
during the calendar year ended December 31, 2005 for (i) the
Chief Executive Officer, (ii) each then-current executive
officer whose total cash compensation exceeded $100,000 and
(iii) all then-current executive officers of the Company as a
group.




                                47


<PAGE>

SUMMARY COMPENSATION TABLE
--------------------------


Name and Principal         Cash      Accrued        Other Annual
      Position      Year   Salary    Salary         Compensation
------------------  ----   ------    -------        ------------

Frank J. Drohan,    2005     -0-     125,000             None
Chief Executive
Officer

All Executive       2005     -0-     125,000             None

Officers as a
group (2 persons)


After reasonable inquiry, management has concluded that the
aggregate amount of personal benefits cannot be specifically or
precisely ascertained, but it does not in any event exceed 10%
of the accrued compensation reported in the foregoing table as
to any person specifically named in such table or, in the case
of the group, 10% of the groups' compensation and has concluded
that the information set forth in the table is not rendered
materially misleading by virtue of the omission of the value of
such personal benefits.


Employment & Consulting Agreements
----------------------------------

Pursuant to a written employment agreement (the "Drohan
Agreement"), Alfa is obligated through December 31, 2010 to pay
its President and Chief Executive Officer, Mr. Frank J. Drohan,
an annual base salary of $125,000, plus an additional amount
based on a combination of net sales and earnings before taxes.
Mr. Drohan's employment agreement provides for an option to
purchase 100,000 shares of Common Stock at $0.25 per share
during each of the first 5 years of the employment term, and
payment by the Company of certain life and disability insurance
premiums on Mr. Drohan's behalf. By mutual agreement between the
Company and Mr. Drohan, effective October 1, 2004, the Drohan

                                48
<PAGE>

Agreement was modified and the Company discontinued making
salary payments to Mr. Drohan. Beginning November 1, 2004 and
continuing to date, the Company has engaged the services of Mr.
Drohan as a consultant and has made payments to him for
consulting services which were generally similar to those
services he provided as an employee. In addition, the Company
agreed to accrue Mr. Drohan's salary (reduced by any consulting
payments made to him) and pay such accrued salary to Mr. Drohan
when, and if, the Company had the financial resources to do so.
During 2005 the Company paid Mr. Drohan $11,000 in consulting
fees.

Pursuant to a written employment agreement (the "Giscombe
Agreement"), Contact was obligated through December 31, 2006 to
pay its President and Chief Operating Officer, Mr. Kye Giscombe,
an annual base salary of $75,000, plus an additional bonus based
on a combination of Contact's net sales and earnings before
taxes. By mutual agreement between the Company and Mr. Giscombe,
effective October 1, 2004, the Giscombe Agreement was cancelled
and the Company discontinued making salary payments to Mr.
Giscombe. Beginning November 1, 2004 and continuing to date, the
Company has engaged the services of Mr. Giscombe as a consultant
and has made payments to him for consulting services which were
generally similar to those services he provided as a Contact
employee.

Pursuant to a written employment agreement (the "Kuczynski
Agreement"), Alfa was obligated through December 31, 2009 to pay
its Vice-President & Secretary, Mr. Kuczynski, an annual base
salary of $75,000, plus an additional bonus based on a
combination of net sales and earnings before taxes. By mutual
agreement between the Company and Mr. Kuczynski, effective
October 1, 2004, the Kuczynski Agreement was canceled and the
Company discontinued making salary payments to Mr. Kuczynski.
Beginning November 1, 2004 and continuing to date, the Company
has engaged the services of Mr. Kuczynski as a consultant and
has made payments to him for such consulting services which
included services similar to those he provided as an Alfa
employee plus services associated with JOL. Provided JOL is
successful in signing a Development Agreement with the
Government of Oman, the Company intends to enter into a new
employment agreement with Mr. Kuczynski.


                                49
<PAGE>

Each of Mr. Kuczynski's and Mr. Giscombe's employment agreements
was effective September 1, 2001 and was terminable by the
Company as of December 31, 2003 provided that the Company's net
sales for 2003 was not at least $1,000,000. Each such employment
agreement also provided for an option to purchase 250,000 shares
of Common Stock at $.25 per share. Mr. Kuczynski's and Mr.
Giscombe's right to purchase Common Stock subject to the aforesaid
options is governed by the terms and conditions of the Alfa
International Corp. 2003 Stock Option Plan.

Other than stock options granted to independent outside
directors, no remuneration was paid to any Director during the
fiscal year ended December 31, 2005, and the Company does not
intend to compensate any of its inside Directors for their
service as members of its Board during the current fiscal year
ending December 31, 2006. On November 14, 2004, the Company
awarded options to purchase 30,000 shares of its common stock to
each of its then two outside Directors - Mr. Green and Mr.
Bucchere, at an exercise price of $0.17 per share. The options
expire five years after the date of the grant. Effective January
1, 2004, 2005 and 2006 10,000 of such options vested to each of
Messrs. Bucchere and Green. On July 1, 2005, the Company awarded
options to purchase 30,000 shares of its common stock to Mr.
Louis J. Lombardo, an outside Director, at an exercise price of
$1.00 per share. The options expire five years after the date of
the grant. Effective July 1, 2005, 10,000 of such options vested
to Mr. Lombardo. Effective July 1, 2006 and July 1, 2007, an
additional 10,000 of such options shall vest to Mr. Lombardo
provided he is still a director of the Company on such dates.

In February 2004, Contact hired a Vice President of Sales with
whom it entered into an interim employment agreement covering
the period February 9, 2004 to June 30, 2004 and providing for
customary fringe benefits (the "Interim Agreement"). At June 30,
2004, the Company and the individual agreed to extend the
Interim Agreement. In accordance with a Letter Agreement (the
"Letter Agreement") dated January 15, 2005, the individual
ceased to be an employee of Contact effective January 15, 2005.
Effective January 16, 2005, the individual became a consultant
to Contact, providing services similar to those performed by him
as a Contact employee. Alfa also granted the individual an
option to purchase up to 50,000 shares of its common stock at a
purchase price of $.10 per share, such option valid until

                                50
<PAGE>

January 15, 2007 but exercisable only if the individual is
employed by, or engaged as a consultant to, Contact at the time
of such exercise. As of the date hereof, the individual has not
exercised any such options.

CONSULTING AGREEMENTS

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

A. Consulting Agreement:

Alfa entered into a three-year consulting agreement beginning
March 1, 2002 which was terminated on April 30, 2004 by a
settlement agreement. Pursuant to the settlement agreement Alfa
issued a warrant entitling the consultant to purchase up to
500,000 shares of Common Stock at $0.14 per share. The warrant
expires on April 29, 2006.

B. Consulting Agreement:

In January 2003, the Company entered into an agreement (the
"Smith Agreement") with Jack A. Smith, the founder and former
Chief Executive Officer of The Sports Authority. In June 2004,
pursuant to an amendment to the Smith Agreement which reduced
the cash fee, Mr. Smith was issued 50,000 shares of Alfa's
Common Stock. The Smith Agreement expired in December 2004.


C. Consulting Agreement:


On June 1, 2004 Alfa entered into a two-year consulting
agreement which was terminated on April 1, 2005. Pursuant to the
agreement Alfa issued a warrant to the consultant for 250,000
shares of Common Stock at an exercise price of $0.14 per share.
The warrant expires on May 31, 2006. Effective December 29, 2003
JOL entered into a two-year consulting agreement with the same
consultant which agreement was terminated on April 2, 2005.
Pursuant to that agreement Alfa issued warrants (in exchange for
JOL warrants) to the consultant for a total of 62,235 shares of
Common Stock at an exercise price of $1.00 per share. These
warrants expire on June 8, 2007.

                                51
<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.

E. Consulting Agreement:

Effective December 20, 2004 the Company entered into a two-year
agreement whereby the consultant would assist the Company in its
capital raising activities, financial public relations
activities and provide advice relating to future acquisitions
and their structure and the Company's marketing and promotional
activities. The Company agreed to pay a fee to the consultant
for any acquisition (other than JOL) for which the consultant
made an introduction and which was completed by Alfa during the
term of the consulting agreement. Pursuant to the agreement Alfa
issued 100,000 shares of its unregistered and restricted Common
Stock to the consultant and issued the consultant a warrant for
20,000 shares of Common Stock at an exercise price of $0.20 per
share. The warrant expires on December 19, 2007.


Employment Benefits

The Company provides and pays for group medical insurance for
all employees choosing to participate in its plan. The Company
has maintained its group medical coverage in effect for its
former employees who have agreed to continue providing services
to the Company as consultants.


Stock Options

The Company instituted the "Alfa International Corp. 2003 Stock
Option Plan" (the "Plan"). The Plan provides for the granting of
Incentive Stock Options and Non-qualified Stock Options to all
employees and others who perform key services, to purchase up to
2,500,000 shares of Common Stock at an exercise price equal to

                                52
<PAGE>
at least the fair market value of a share of Common Stock on the
date of grant. Exercise prices for incentive options for holders
of more than 10% of the outstanding Common Stock must be at
least 110% of the fair market value on the date of grant.
Incentive stock options are exercisable in 20% increments
commencing one year after the date of grant and generally expire
five years after the date of grant. The Plan expires on August
31, 2010.

In September 2001 in connection with their employment
agreements, the Company issued non-qualified stock options to
Messrs. Drohan, Giscombe and Kuczynski to purchase a total of
1,000,000 shares of the Company's Common Stock. The options are
exercisable at a price of $0.25 per share, vest ratably over
five years and expire ten years after the date of grant.

In November 2004, the Company issued 30,000 non-qualified stock
options to Mr. Salvatore J. Bucchere, an outside director and
30,000 non-qualified stock options to Mr. Kevin O'C. Green an
outside director. The options are exercisable at a price of
$0.17 per share and expire five years after the date of the
grant. In July 2005, the Company issued 30,000 non-qualified
stock options to Mr. Louis J. Lombardo, an outside director. The
options are exercisable at a price of $1.00 per share and expire
five years after the date of the grant. Effective July 1, 2005,
10,000 of such options vested to Mr. Lombardo. Effective July 1,
2006 and July 1, 2007, an additional 10,000 of such options
shall vest to Mr. Lombardo provided he is still a director of
the Company on such dates.

On January 16, 2005, in accordance with the Letter Agreement,
Alfa granted Mr. Edward T. Baker an option to purchase up to
50,000 shares of Common Stock at a purchase price of $0.10 per
share, such option valid until January 15, 2007 but exercisable
only if Mr. Baker is employed by, or engaged as a consultant to,
Contact at the time of such exercise.

On December 16, 2005, in accordance with a contract, Alfa
granted Agora Public Relations an option to purchase up to
200,000 shares of Common Stock at a purchase price of $0.82 per
share. 50,000 of such options vest on March 15, 2006; 50,000 of
such options vest on June 15, 2006; 50,000 of such options vest
on september 15, 2006, and 50,000 of such options vest on
December 15, 2006.

                                53
<PAGE>
In 1997, in connection with the settlement of an outstanding
obligation with Brown & Bain, P.A, the Company granted Brown &
Bain the option, exercisable through November 5, 2007, to
purchase 125,000 shares of the Company's Common Stock at $0.10
per share.


As of December 31, 2005, there were no incentive stock options
outstanding under the Plan, and there were 1,465,000 non-
qualified options issued and outstanding as follows:



Name               No. of options  Option Price   Date of Grant
---------------    --------------  ------------   -----------

Brown & Bain          125,000         $0.10        11/6/1997
Frank Drohan          500,000         $0.25         9/l/2001
Charles Kuczynski     250,000         $0.25         9/l/2001
Kye Giscombe          250,000         $0.25         9/l/2001
Salvatore Bucchere     30,000         $0.17        11/1/2004
Kevin Green            30,000         $0.17        11/1/2004
Edward Baker           50,000         $0.10        1/16/2005
Louis Lombardo         30,000         $1.00         7/1/2005
Agora P. R.           200,000         $0.82        12/16/2005





Item 11.     Security Ownership and Certain Beneficial Owners
             and Management.
--------     ------------------------------------------------

The following table sets forth, as of December 31, 2005, the
number of shares of the Company's Common Stock beneficially
owned by (a) owners of more than five percent of the Company's
outstanding Common Stock who are known to the Company and (b)
the Directors of the Company, individually, and the officers and
Directors of the Company as a group, and (ii) the percentage of
ownership of the outstanding Common Stock represented by such
shares.



                                54
<PAGE>

                                Beneficial
Name and Address                Ownership (7)           Percent
----------------               --------------           -------

Frank J. Drohan (1)(3)            6,048,006                21.3%

Charles P. Kuczynski (l)(4)         613,669                 2.2%

Salvatore S. Bucchere (1)(5)         51,644                 0.1%

Louis J. Lombardo (1)(6)            281,300                 0.8%

Kevin O. Green (1)(5)                61,000                 0.2%

Robert F. Peacock (2)             3,050,000                10.7%

Muftah Benomran (2)               5,061,078                17.8%

Mohammed K. Al-Sada (2)           2,711,292                 9.5%

Mahmoud Gebril El-Warfally (2)    1,936,637                 6.8%

All officers and Directors
As a Group of 5 Persons           7,055,644                24.9%


----------------------------------------------------------------
(1)  The address for each of these individuals is c/o the
Company and each is a director of Alfa. Messrs. Drohan &
Kuczynski are officers of Alfa.

(2) The address for each of these individuals is c/o the
Company.

(3)  Does not include Mr. Drohan's 400,000 currently exercisable
stock options granted under his employment Agreement. All such
options are exercisable at $0.25 per share.

(4)  Does not include Mr. Kuczynski's or Mr. Giscombe's
currently exercisable 200,000 stock options granted to each
individual under their respective employment agreements. All
such options are exercisable at $0.25 per share.


                                55
<PAGE>
 (5)  Does not include Mr. Bucchere's or Mr. Green's currently
exercisable 30,000 stock options granted to each individual when
they were elected as outside directors. All such options are
exercisable at $0.17 per share.

(6)  Does not include Mr. Lombardo's currently exercisable
10,000 stock options granted to him when he was elected as an
outside director. All such options are exercisable at $1.00 per
share.

(7)  None of these shares are subject to rights to acquire
beneficial ownership, as specified in Rule 13d-3 (d) (1) under
the Securities Exchange Act of 1934, as amended, and the
beneficial owner has sole voting and investment power, subject
to community property laws where applicable.


Item 12.     Certain Relationships and Related Transactions
--------    -----------------------------------------------

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

On October 11, 2005 the Company acquired Journey of Light, Inc.,
("JOL") as a wholly owned subsidiary. In connection with the
acquisition of JOL, Alfa issued 16,284,278 shares of its Common
Stock to the shareholders of JOL in exchange for all of the
outstanding capital stock of JOL. As disclosed in Alfa's Report
on Form 8-K dated October 11, 2005, Frank J. Drohan, President
and a Director of Alfa was a JOL shareholder at the time of the
acquisition. In addition, Charles P. Kuczynski, Vice-President
and a Director of Alfa and Salvatore J. Bucchere a Director of
Alfa were also each shareholders of JOL at the time of the
acquisition. The terms of the acquisition are more fully
described in the Agreement and Plan of Merger dated May 19, 2005
by and among Alfa, JOL and the Merger-Sub, a copy of which has
been previously filed as an exhibit to Alfa's Report on Form 8-K
dated May 27, 2005.

AmeriCapital Renaissance Group, LLC
----------------------------------

AmeriCapital Renaissance Group, LLC ("AmeriCapital"), is a New
York limited liability corporation with which JOL has a

                                56
<PAGE>
Financial Advisory Services Agreement (the "Advisory
Agreement"). AmeriCapital is JOL's financial adviser and is
presently engaged in financial modeling of the Omagine project
and is, on behalf of JOL, conducting negotiations and
discussions regarding the structure and placement of the
necessary construction financing for Omagine as well as the
ongoing financing arrangements of the Omagine project. Mr. Frank
J. Drohan, President and Chief Executive Officer of the Company,
is a minority shareholder and an officer and director of
AmeriCapital. The Company and JOL believe that the Advisory
Agreement between JOL and AmeriCapital provides substantially
better terms and conditions to JOL than would otherwise be
available to JOL if JOL had negotiated such an advisory
agreement on an "arms-length" basis with a financial advisory
firm with which Mr. Drohan was not associated. The president and
principal shareholder of AmeriCapital, Mr. Agron Telaku, has
previously worked at the U.S. Federal Reserve Bank and
thereafter spent over five years at Lehman Brothers in New York
where he worked primarily on several complex structured finance
transactions involving the banking and real-estate sectors.



Item 13.      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  Sarbanes-Oxley certification           60

99.2  Sarbanes-Oxley certification           62


    (b) Reports on Form 8-K

On October 11, 2005, the Company filed a Form 8-K announcing the
completion of the acquisition of JOL.

                                57
<PAGE>

On November 17, 2005, the Company filed a Form 8-K/A to file the
required financial statements relevant to the acquisition of JOL
by Alfa.

On December 9, 2005, the Company filed a Form 8-K to disclose
the sale by Alfa of the Debenture to Cornell.

On March 30, 2006, the Company filed a Form 8-K/A to amend its
method of accounting used in the acquisition of JOL by Alfa as
disclosed in its prior filing on Form 8-K/A dated November 17,
2005.


Item 14.      Principal Accountant Fees and Services
-------       ---------------------------------------

Audit Fees:
-----------

The registrant was billed by its independent registered public
accounting firm $12,000 in 2004 and $17,000 in 2005 for all
auditing and review services performed by him for the registrant
in connection with registrant's regulatory filings during such
fiscal years.

Audit Related Fees:
-------------------

None

Tax Fees:
---------

The registrant was billed by its independent registered public
accounting firm $3,000 in 2004 and $3,000 in 2005 for all tax
accounting work performed by him associated with the
registrant's tax return filings for such fiscal years.

All Other Fees:
---------------
None


                                58

<PAGE>

On behalf of the audit committee, Mr. Salvatore Bucchere hired
the Company's registered public accounting firm to perform the
audit of the Company's financial statements.




                      SIGNATURES


Pursuant to the requirements of Sections 13 or 15 (d) 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.


     Alfa International Holdings Corp.


     By:     /s/ Frank J. Drohan
             FRANK J. DROHAN, Chairman
             of the Board of Directors,
             President and Chief
             Executive and Financial Officer

     By:     /s/ Charles P. Kuczynski
             CHARLES P. KUCZYNSKI,
             Secretary and Director

     By:     /s/ Salvatore J. Bucchere
             SALVATORE J. BUCCHERE,
             Director

     By:     /s/ Kevin O'C. Green
             KEVIN O'C. GREEN,
             Director

     By:     /s/ Louis J. Lombardo
             LOUIS J. LOMBARDO,
             Director


Dated: April 27, 2006

                                59
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report has been signed below by the following
person who is the Principal Executive Officer, the Principal
Financial Officer and a Director on behalf of the Registrant and
in the capacity and on the date indicated.


Name                    Title                          Date
----                    -----                          ----

                        Chairman of the Board,
/s/ Frank J. Drohan	     President and Chief        April 27,2006
FRANK J. DROHAN         Executive and Financial
                        Officer

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

I, Frank J. Drohan, certify that:

1. I have reviewed this annual report for the period ended
December 31, 2005 on Form 10-KSB of Alfa International Holdings
Corp. (the "Registrant");

2. Based on my knowledge, this annual 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 annual
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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

                                60
<PAGE>
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual 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 annual report (the "Evaluation Date"); and

c) presented in this annual 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:

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

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


Date: April 27, 2006



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


                                61
<PAGE>

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

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

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


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

April 27, 2006


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


                                62


<PAGE>
   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Alfa International
Holdings Corp.

I have audited the accompanying consolidated balance sheets of
Alfa International Holdings Corp. and subsidiaries (the
"Company") as of December 31, 2005 and 2004 and the related
consolidated statements of operations, changes in stockholders'
equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a
reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Alfa International Holdings Corp. and subsidiaries
as of December 31, 2005 and 2004 and the results of their
operations and cash flows for the years then ended, in
conformity with accounting principles generally accepted in the
United States.

The accompanying consolidated financial statements referred to
above have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 2 to the consolidated
financial statements, the Company's present financial situation
raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to this matter are
also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
                                 /s/ Michael T. Studer CPA P.C.
                                 ------------------------------
Freeport, New York
April 17, 2006               F-1


<PAGE>
<TABLE>             ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                           December 31,
           ASSETS                                    2005               2004
                                                   --------           -------
<S>                                             <C>               <C>
CURRENT ASSETS:
  Cash                                            $ 41,566                -
  Accounts receivable                                2,630             13,449
  Inventories                                        1,420             44,682
  Prepaid expenses and other current assets         20,502              5,494
                                                   --------          --------
       Total Current Assets                         66,118             63,625
                                                   --------          --------
PROPERTY AND EQUIPMENT:
  Office and computer equipment                    100,398             95,803
  General plant                                     17,799             17,799
  Furniture and fixtures                            15,951             15,951
  Leasehold improvements                               866                866
                                                   --------          --------
                                                   135,014            130,419
  Less: Accumulated depreciation and amortization (107,337)           (90,517)
                                                   --------          --------
                                                    27,677             39,902
                                                   --------          --------
OTHER ASSETS:
  Other assets                                      13,514             12,524
                                                   --------          --------

TOTAL ASSETS:                                    $ 107,309          $ 116,051

                                                   ========           =======
          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                              $   387,245         $  76,202
  Customer Deposits                                  28,168                -
  Accrued officer payroll                           174,923            53,180
  Due to affiliate                                       -             52,596
  Accrued expenses and other current liabilities     66,546            43,749
  Dividends payable                                  42,983                14
                                                   --------          --------
        Total Current Liabilities                   699,865           225,741
                                                   --------          --------

LONG-TERM LIABILITIES:

  Convertible Debenture, net of Discounts           18,341                -
  Accrued Interest payable on
    Convertible Debenture                            1,575                -
                                                   --------          --------
                                                    19,916                -
                                                   --------          --------

TOTAL LIABILITIES:                              $   719,781         $ 225,741
                                                  =========          ========
COMMITMENTS

STOCKHOLDERS' EQUITY:
  Preferred stock:
  $0.001 par value
  Authorized: 1,000,000 shares,
  Undesignated preferred stock:
  Authorized - 850,000 shares:
   Issued and outstanding: - none                         -                 -
  Series B preferred stock:
  Authorized - 150,000 shares:
   Issued and outstanding:
    107,100 shares in 2005 and
    107,400 shares in 2004                             107               107
  Common stock:
  $0.001 par value
  Authorized: 50,000,000 shares in
  2005 and 15,000,000 shares in 2004
   Issued and outstanding:
    28,389,587 shares in 2005
    11,305,552 shares in 2004                        28,390            11,306
Capital in excess of par value                   13,977,789         8,551,751
Retained earnings (deficit)                     (14,168,758)       (8,672,854)
                                                -----------        -----------
     Total Stockholders' Equity (Deficit)          (612,472)         (109,690)
                                                -----------        -----------
                                                 $  107,309        $  116,051
                                                ===========        ===========

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





                                           F-2






<PAGE>
<TABLE>
              ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                      Year Ended December 31,
                                                      -----------------------
                                                       2005             2004
                                                      ----------- -----------
<S>                                              <C>              <C>
REVENUES:
  Net sales                                       $   271,331        $  70,775

COSTS AND EXPENSES:
  Cost of sales                                       236,997          164,181
  Selling, general and administrative                 848,714          927,255
  Impairment of Goodwill                            5,079,919              -
                                                   ----------      -----------
  Total Costs and Expenses                          6,165,630        1,091,436
                                                   ----------      -----------
OPERATING LOSS                                     (5,894,299)      (1,020,661)

  Interest income                                         182               37
  Interest expense                                     (6,545)              -
                                                   ----------      -----------
NET LOSS                                           (5,900,662)      (1,020,624)

PREFERRED STOCK DIVIDENDS                              45,242          207,838
                                                   ----------      -----------

LOSS APPLICABLE TO COMMON STOCKHOLDERS            $(5,945,904)     $(1,228,462)
                                                  ============     ============



BASIC AND DILUTED LOSS PER SHARE                  $      (.38)     $      (.11)
                                                  ============     ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING      15,476,713       11,027,728
                                                   ==========       ===========

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                            F-3























<PAGE>
<TABLE>
                     ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<CAPTION>

                                     Common Stock   Pref. Stock    Capital in    Retained
                                            Par             Par    Excess of     Earnings
                                  Shares    Value   Shares  Value  Par Value     Deficit)
                                 --------------------------------------------------------
<S>                             <C>        <C>     <C>     <C>    <C>         <C>

BALANCES, DECEMBER 31, 2003     10,947,728 $ 10,948  95,375 $95   $8,020,989 (7,444,392)

Issuance of common stock for
     consulting services           150,000      150                   10,350

Issuance of preferred stock for
     cash, less related costs
     of $168,192                                     12,025   12     312,796

Issuance of preferred stock
     dividends in common stock     207,824      208                   207,616

Preferred stock dividends                                                       (207,838)

Net loss                                                                      (1,020,624)
                                ----------   ------ -------  ---    --------- -----------
BALANCES, DECEMBER 31, 2004     11,305,552  $11,306 107,400 $107   $8,551,751 (8,672,854)
                                ==========   ====== =======  ===    ========= ===========


Issuance of common stock for
     consulting services          150,000      150                    21,600

Issuance of common stock for
     cash net of expenses         577,725      578                   303,137

Issuance of preferred stock for
     cash, net of expenses                           1,450    1       28,999

Conversion of preferred stock
     for common stock              70,000       70  (1,750)  (1)         (69)

Issuance of preferred stock
     dividends in common stock      2,032        2                     1,743

Issuance of common stock to
     the JOL shareholders      16,284,278   16,284                 4,868,999


Beneficial conversion feature
 of convertible Debenture                                            132,208


Value of warrant attached to
 convertible Debenture                                                69,421

Preferred stock dividends                                                        (45,242)

Net loss                                                                      (5,900,662)
                               ---------   -------  ------ ----   ---------   ----------
BALANCES, DECEMBER 31, 2005    28,389,587  $28,390 107,100 $107 $13,977,789 $(14,618,758)
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>                                   F-4
<PAGE>
<TABLE>
                    ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                           Year Ended December 31,
                                                           -----------------------
                                                              2005          2004
                                                           -----------------------
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                 $(5,900,662) $(1,020,624)
  Adjustments to reconcile net loss to net cash
   flows from operating activities:
    Depreciation and amortization                               20,204       14,537
    Impairment of Goodwill                                   5,079,919           -
    Inventory reserve                                               -        17,158
    Issuance of common stock for Consulting services            21,750       10,500
  Changes in operating assets and liabilities:
    Accounts receivable                                         10,819      (12,237)
    Inventories                                                 43,262       21,389
    Prepaid expenses and other current assets                  (15,008)       7,342
    Other assets                                                  (990)       9,640
    Accounts payable                                            66,878       53,235
    Customer Deposits                                           28,168           -
    Accrued expenses and other current liabilities              70,544      (69,225)
    Accrued officer payroll                                    121,743       23,466
    Accrued interest payable on convertible debenture            1,575           -
                                                            ----------    ----------
  Net cash flows used by operating activities                 (451,798)    (944,819)
                                                            ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment                                         (1,755)     (12,429)
  Repayment of advances to Affiliate                                -       397,179
                                                             ---------- -----------
         Net cash flows used by investing activities            (1,755)     384,750
                                                             ---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from affiliate                                         (52,596)      52,596
  Loans from officer                                               -          3,000
  Proceeds from issuance of common stock                       303,715           -
  Proceeds from issuance of preferred stock                     29,000      312,808
  Proceeds from issuance of debenture                          215,000           -
                                                            ----------   ----------
         Net cash flows from financing activities              495,119      368,404
                                                            ----------   ----------

NET CHANGE IN CASH                                              41,566     (191,665)

CASH BEGINNING OF YEAR                                               -      191,665
                                                            -----------   ----------
CASH END OF YEAR                                           $    41,566  $       -
                                                            ===========   ==========


SUPPLEMENTAL CASH FLOW INFORMATION:

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

NON-CASH FINANCING ACTIVITIES:
     Preferred stock dividend                               $  (45,242)  $  (207,838)
                                                            ===========   ==========
     Issuance of preferred stock dividends
       in common stock                                      $    1,745    $ 207,824
                                                            ===========   ==========

     Acquisition of JOL through issuance of
       Common stock and warrants:
           Fair value of assets acquired                   $    49,146
           Intangible assets acquired                        5,079,919
           Fair value of liabilities assumed                  (243,782)
                                                            ===========
           Total Purchase Price                            $ 4,885,283
                                                            ===========






<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                             F-5


<PAGE>
     ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  -  NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT
           ACCOUNTING POLICIES:

     Principles of Consolidation - The consolidated financial
statements include the accounts of Alfa International Holdings
Corp. ("Alfa") and its wholly-owned subsidiaries, Journey of
Light, Inc. ("JOL"), Contact Sports, Inc. ("Contact") 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 JOL, Contact and Ty-Breakers subsidiaries.
JOL is in the real estate development business in Oman. Contact
and Ty-Breakers design, manufacture and distribute apparel
products.

     Financial Instruments - Financial instruments include cash,
accounts  receivable, accounts payable and accrued expenses,
dividends payable, convertible debenture and accrued interest on
convertible debenture. The amounts reported for financial
instruments are considered to be reasonable approximations of
their fair values, based on market information available to
management.

     Estimates and Uncertainties - The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States 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.


                              F-6
<PAGE>
     Concentration of Credit Risk - The Company maintains cash
balances in several financial institutions which are insured by
the Federal Deposit Insurance Corporation up to $100,000 each.

At times, such balances may be in excess of the FDIC insurance
limit.

     Inventories - Inventories are stated at the lower of cost
(first-in, first-out method) or market.

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

     Income Taxes - The Company is subject to income taxes at
both the federal and state level. Separate state income tax
returns are filed with each state in which the Company is
incorporated or qualified as a foreign corporation. The Company
is not presently subject to income taxes in any foreign country.

     Financial Statement Presentation - In May 2005, Alfa
International Corp., a New Jersey corporation merged with and in
to Alfa International Holdings Corp., a Delaware corporation for
the sole purpose of changing the Company's corporate domicile
from New Jersey to Delaware. The par value of the common stock
of Alfa-New Jersey was $0.01 and the par value of the common
stock of Alfa-Delaware is $0.001. For financial statement
presentation purposes, the Company has shown the adjustment to
the par value of its Common Stock as of December 31, 2003.

     Deferred tax assets and liabilities are recognized based on
differences between the book and tax bases of assets and
liabilities using presently enacted income tax rates. The
Company will establish a provision for income taxes by applying
the provisions of the applicable enacted tax laws to taxable
income, if any, for that period. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amount expected to be realized.

     Advertising and marketing costs - Advertising, promotional
and marketing/selling costs of approximately $31,000 in 2005 and
$113,000 in 2004 were expensed as incurred.



                              F-7
<PAGE>
 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 fiscal year periods ended December 31, 2005
and 2004, respectively:

                                      Year Ended December 31,
                                       2005          2004
                                     ----------    ----------
Loss applicable to
 common stockholders,
 as reported                      $(5,945,904)    $(1,228,462)

Deduct:
Total stock-based Employee
Compensation determined under
fair value method for stock
options, net of tax                 ( 28,398)     (  20,400)

Pro forma loss applicable to
  common stockholders             $(5,974,302)   $(1,248,862)

Basic loss per share, as reported     $(.38)        $(.11)

Basic loss per share, pro forma       $(.39)        $(.11)

Diluted loss per share, as reported   $(.38)        $(.11)

Diluted loss per share, pro forma     $(.39)        $(.11)
                              F-8
<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.

     Recent Accounting Pronouncement - In December 2004, the
FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment"
(SFAS 123R). SFAS 123R revises SFAS no. 123, Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees, This statement
requires a public entity to measure the cost of employee
services received in exchange for an award of equity instruments
based on the grant-date fair value of the award. That cost will
be recognized over the period during which an employee is
required to provide service in exchange for the award. The
Statement eliminates the alternative to use APB Opinion No. 25's
intrinsic value method of accounting. The provisions of SFAS
123R are effective for financial statements with the first
interim or annual reporting period beginning after December 15,
2005. The Company currently discloses pro forma compensation
expense quarterly and annually by calculating the stock option
grants' fair value using the Black-Scholes model and the pro
forma impact on net loss and net loss per share. Upon adoption
of the Statement, pro forma disclosure will no longer be an
alternative. Management expects the impact of SFAS No. 123R on
our consolidated financial position or results of operations to
approximate our currently disclosed pro forma compensation
expense. The Company will apply SFAS No. 123R using the most

                              F-9
<PAGE>
appropriate fair value model as of the interim reporting period
ending March 31, 2006.


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. In an
effort to attain profitable operations, the Company will attempt
to increase revenue by concentrating Contact's efforts on
selling "private-label" apparel products and by attempting to
develop new revenue streams for JOL. There can be no assurance
that either of these events will in fact occur or that the
Company will be able to procure additional financing. Should the
Company be unsuccessful in its attempts to increase sales at
Contact, create new revenue streams at JOL or obtain additional
funding, the Company may not be able to continue operations.

NOTE 3 - JOURNEY OF LIGHT, INC.:

On October 11, 2005 the Company acquired Journey of Light, Inc.,
("JOL") as a wholly owned subsidiary. JOL is engaged primarily
in the business of real estate development in the country of
Oman. In connection with the acquisition of JOL, Alfa issued
16,284,278 shares of its Common Stock and 984,235 warrants
exercisable into Alfa Common Stock at prices ranging from $1.00
to $8.00 per share to the shareholders and warrantholders of JOL
in exchange for all of the outstanding capital stock of
JOL.Prior to the acquisition, Alfa had outstanding 12,053,565
shares of Common Stock, 108,350 shares of preferred stock
convertible into 4,334,000 shares of Common Stock, stock options
exercisable into 1,265,000 shares of Commmon Stock at prices
ranging from $0.10 to $1.00 per share, and warrants exercisable
into 4,870,500 shares of Common Stock at prices ranging from
$0.14 to $0.75 per share - a total of 22,523,065 shares of
Common Stock and Common Stock equivalents. Alfa's board of
directors and senior management did not change as a result of
the acquisition of JOL and the terms of the acquisition
reflected the existence of the Common Stock equivalents
associated with Alfa's preferred stock. Accordingly, Alfa has
been considered the acquirer for accounting purposes.
                              F-10
<PAGE>
The identifiable net assets of JOL at the date of acquisition
were:

Cash                                             $   145
Due from Alfa International Holdings Corp.        47,747
Equipment - net                                    1,254
                                                  ------
Total Assets                                      49,146


Liabilities                                      (243,782)
                                                  -------

Negative identifiable net assets                $(194,636)
                                                  =======

As the Company believed that the estimated fair value of JOL's
goodwill was $0 at October 11, 2005, goodwill of $5,079,919
(excess of $4,885,283 estimated value of 16,284,278 shares of
Alfa Common Stock issued to the JOL shareholders on October 11,
2005 over the negative $194,636 value of JOL's identifiable net
assets other than goodwill) was written off as an impairment
loss on the date of acquisition.

The operating results of JOL have been included in the Company's
consolidated financial statements from the date of acquisition.
The following pro forma information summarizes the results of
operations for the periods indicated as if the acquisition had
occurred at December 31, 2003. The pro forma information is not
necessarily indicative of the results that would have been
reported had the transaction actually occurred on December 31,
2003, nor is it intended to project results of operations for
any future period.

Pro Forma                           Year Ended December 31,
---------                           ----------------------
                                    2005              2004
                                    ----              ----

Net Sales                          $   271,331      $    70,775

Net Loss                           $  (984,332)     $(2,070,895)

Diluted Loss per share             $ (0.03)         $ (0.08)

                              F-11
<PAGE>
NOTE 4 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:

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

     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
Preferred Stock has been excluded from the computation of
diluted earnings per share for the fiscal years ended December
31, 2005 and December 31, 2004, as the conversion would be anti-
dilutive after adding back preferred stock dividends to the
respective net losses for each of those years.

NOTE 5 - COMMITMENTS

Leases

The Company leases its executive office in New York, N.Y. under
a ten-year lease entered into in February 2003. Rent expense for
the Company's executive offices for 2005 and 2004 was $60,702,
and $54,473, respectively. Contact also rents warehouse space in
Jersey City, New Jersey under a one-year lease entered into in
July 2005. Rent expense for the warehouse space for 2005 and
2004 was $13,000 and $12,300, respectively.

The minimum annual lease payments are as follows:

2006                                 $  58,300
2007                                 $  51,800
2008                                 $  51,800
2009 and beyond                      $ 240,700

Employment Agreements

Alfa is obligated to pay its President and Chief Executive
                              F-12
<PAGE>
Officer an annual base salary of $125,000 through December 31,
2010 plus an additional amount based on a combination of net
sales and earnings before taxes. All salary payments to this
individual have been deferred and accrued, effective October 1,
2004.

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

Factoring Agreement

In March 2004 Contact entered into a one-year agreement (the
"Factoring Agreement") with a company ("Factor") specializing in
factoring accounts receivable. The Factoring Agreement covers
all accounts receivable that Contact, in its sole discretion,
chooses to assign to the Factor. The Factoring Agreement assures
Contact of payment by the Factor of any accounts receivable
assigned to the Factor. Contact has agreed under the factoring
agreement to pay the factor a fee equal to a percentage of each
account receivable assigned to it and has further agreed to a
minimum monthly amount of such fees during the term of the
Factoring Agreement. The Factoring Agreement is deemed renewed
from year to year following the initial term unless terminated
with notice by either party. In March 2006 Contact gave such
notice of termination to the Factor and subsequently the Factor
and Contact agreed to continue the Factoring Agreement after
March 2006 on a month-to-month basis, but with no minimum
guaranteed payments required to be made by Contact. The
Factoring Agreement, as so modified, currently remains in
effect.

NOTE 6 - STOCKHOLDERS' EQUITY:

      Stock Option Plan - At its annual meeting held on
September 1, 2004, Alfa's shareholders ratified the adoption by
the Company of the "Alfa International Corp. 2003 Stock Option
Plan" ("Plan"). The Plan provides for the granting of Incentive

                              F-13
<PAGE>

Stock Options and Non-Qualified Stock Options to all employees,
directors, consultants and other professional advisers who
perform key services for the Company, to purchase up to
2,500,000 shares of Common Stock at an exercise price equal to
at least the fair market value of a share of Common Stock on the
date of grant (exercise prices for incentive options for holders
of more than 10% of the outstanding Common Stock must be at
least 110% of the fair market value on the date of grant).
Incentive stock options are exercisable in 20% increments
commencing one year after the date of grant and generally expire
five years after the date of grant. Alfa's Board of Directors
has approved the extension of the expiration date of the Plan
from August 10, 2010 to February 28, 2014.

    On September 1, 2001, the Company issued a total of
1,000,000 non-qualified stock options to three individuals in
connection with their employment agreements (two of which
employment agreements have been terminated). The options are
exercisable at a price of $0.25 per share and expire on August
31, 2011. As of the date hereof 800,000 of such options are
vested and the remaining 200,000 of such options are scheduled,
in accordance with their terms, to vest on September 1, 2006.

    In 2004 and 2005, the Company issued a total of 90,000 non-
qualified stock options to three individuals in connection with
their election as independent outside directors. As of the date
hereof 70,000 of such options are vested and the remaining
20,000 of such options are scheduled, in accordance with their
terms, to vest 10,000 on July 1, 2006 and 10,000 on July 1,
2007. 60,000 of such options are exercisable at a price of $0.17
per share and expire in November 2009 and 30,000 of such options
are exercisable at a price of $1.00 per share and expire in June
2010.

    In accordance with a Letter Agreement dated January 15,
2005, Alfa granted an option to purchase up to 50,000 shares of
Common Stock at $0.10 per share to Contact's Vice-President of
Sales. Such option is valid until January 15, 2007 but
exercisable only if the individual is employed by or engaged as
a consultant to Contact at the time of such exercise.

    In accordance with a contract dated December 16, 2005 with
its financial public relations firm, Alfa granted its public

                              F-14
<PAGE>

relations firm an option to purchase up to 2000,000 shares of
Common Stock at $0.82 per share. 50,000 of such options vest on
March 15, 2006; 50,000 of such options vest on June 15, 2006;
50,000 of such options vest on September 15, 2006, and 50,000 of
such options vest on December 15, 2006.

    During 1997, in connection with the settlement of an
outstanding obligation with a creditor, the Company paid $9,647
in cash and granted the creditor the option to purchase 125,000
shares of the Company's Common Stock, exercisable at $.10 per
share through November 5, 2007. As of December 31, 2005, the
creditor had not exercised any portion of that option.

A summary of stock option and warrant activity is as follows:


<TABLE>
Stock Options
-------------
<CAPTION>
                                            Year Ended December 31,
                                 ----------------------------------------
                                            2005                 2004
                                 -------------------       -----------------
                                            Exercise             Exercise
                                 Shares      Price         Shares    Price
                                 ------     --------       ------   --------
<S>                             <C>         <C>          <C>         <C>
Outstanding at January 1,
                                 1,000,000   $0.25        1,000,000   $0.25
                                   125,000   $0.10          125,000   $0.10
                                    60,000   $0.17

Options Granted                     50,000    0.10           60,000   0.17
                                    30,000    1.00
                                   200,000    0.82

Exercised                                -       -                -      -

Forfeited/Expired                      -                          -
                                 ---------                ---------
Outstanding at December 31,      1,465,000                1,185,000
                               =========                  =========

Exercisable at December 31,        800,000   $0.25          600,000   0.25
                                   175,000   $0.10          125,000  $0.10
                                    40,000   $0.17           20,000  $0.17
                                    10,000   $1.00                -
                                 =========                  =======
                                 1,025,000                  745,000
Warrants
--------
Outstanding at January 1,
                                 4,296,000   $0.75        3,815,000   $0.75
                                   750,000   $0.14                -
                                    20,000   $0.20                -

Warrants Issued                     58,000   $0.75          481,000   $0.75
                                         -                  750,000   $0.14
                                         -                   20,000   $0.20
                                   922,000   $8.00                -
                                    62,235   $1.00                -
                                   257,732   $0.97                -

Exercised                          253,500   $0.60(A)             -

Expired                                  -       -                -       -
                                 ---------   -----       ----------   -----
Totals:                          4,100,500   $0.75        4,296,000   $0.75
                                   750,000   $0.14          750,000   $0.14
                                    20,000   $0.20           20,000   $0.20
                                   922,000   $8.00
                                    62,235   $1.00
                                   257,732   $0.97
Outstanding and
 exercisable at                   ---------              ---------
December 31,                      6,112,467              5,066,000
                                  =========              =========

<FN>
(A) Reduced exercise price
</FN>
</TABLE>
                              F-15



<PAGE>
NOTE 7  - CONVERTIBLE DEBENTURE:

On December 8, 2005, Alfa issued a convertible debenture
("Debenture") in the face amount of $250,000 to an investor in
exchange for $215,000, net of placement costs and fees. The
Debenture accrues interest at 10% per annum and is payable on or
before December 7, 2008.  The holder has the option, at any
time, to convert the then outstanding balance of the Debenture
together with accrued and unpaid interest thereon into shares of
Alfa's Common Stock at a price per share equal to 90% of the
lowest volume weighted average price of Alfa's Common Stock
during the fifteen trading days immediately preceding the
conversion date, subject to certain adjustments.

At December 31, 2005, the Convertible Debenture consists of:

Convertible Debenture - Face amount                  $ 250,000

Debt Discount - beneficial conversion feature
net of accumulated amortization of $2,777             (129,431)

Debt Discount - value attributable to warrant
Issued, net of accumulated amortization of $1,458      (67,963)

Debt Discount - placement costs and fees paid to
lender and affiliate, net of accumulated
amortization of  $ 735                                 (34,265)
                                                      ---------

Convertible Debenture, net of discounts               $  18,341
                                                      =========

In accordance with Emerging Issues Task Force Issue 98-5,
Accounting for Convertible Securities with a Beneficial
Conversation Feature or Contingently Adjustable Conversion
Ratios ("EITF 98-5"), Alfa recognized an imbedded beneficial
conversion feature present in the Debenture. Alfa allocated a
portion of the proceeds equal to the intrinsic value of that
feature to capital in excess of par value. Alfa measured an
aggregate of $132,208 of the proceeds, which is equal to the
intrinsic value of the imbedded beneficial conversion feature,
and recognized it to capital in excess of par value and a
discount against the debenture. The  discount is amortized over

                              F-16
<PAGE>
the convertible Debenture's maturity period (three years) as
interest expense.

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

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

NOTE 8  - INCOME TAXES:


     Deferred tax assets are comprised of the following:

                                               December 31
                                          ----------------------
                                            2005        2004
                                          ----------  ----------
Federal net operating loss
  carryforwards                          $3,570,000  $2,890,000
State net operating loss
  carryforwards, net of
  federal tax benefit                        630,000     510,000
                                          ----------  ----------
                                           4,200,000   3,400,000
Less: Valuation allowance                  4,200,000   3,400,000
                                         ----------- -----------
Total                                    $    -       $     -
                                          ==========  ==========

     The Company's effective tax rate differs from the expected
federal income tax rate due to changes in the valuation

                              F-17
<PAGE>

allowance at December 31, 2005 and 2004.

     Management has determined, based on the Company's current
condition, that a full valuation allowance is appropriate at
December 31, 2005.

     At December 31, 2005, the Company had Federal net operating
loss carryforwards of approximately $10,500,000, expiring in
various amounts from fiscal year 2006 to fiscal year 2025. The
Company's issuance of shares during fiscal 1995 and subsequent
thereto resulted in a "Change of Ownership" as defined by the
Internal Revenue Code of 1986, which significantly limits the
Company's use of these net operating loss carryforwards.


NOTE 9  - SEGMENT INFORMATION:

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

The real estate development business of the Company is conducted
through its wholly owned subsidiary JOL which is in its initial
stages of business development. JOL is presently conducting
negotiations with the Government of Oman with respect to JOL's
proposed development, in cooperation with the Government of
Oman, of an approximately $1.2 billion tourism related project.

The apparel business of the Company is conducted primarily
through its wholly owned subsidiary - Contact Sports, Inc.
("Contact") and to a lesser extent through another of its wholly
owned subsidiaries - Ty-Breakers Corp. ("Ty-Breakers"). Contact
designs and markets athletic and lifestyle apparel products
under the "Contact Sports" label and markets "private-label"
products under the Ty-Breakers and other labels. All
manufacturing of Contact's apparel products is performed for
Contact by non-affiliated third party contractors.

Summarized financial information by business segment for the
fiscal year ended December 31, 2005 is as follows:



                              F-18
<PAGE>

                                           2005
================================================

Revenue:
  Real Estate Development              $       0
  Apparel                                271,331
                                         -------
Total                                  $ 271,331
================================================

Operating Expenses:
  Real Estate Development            $   299,514
  Apparel                                424,493
  Corporate                            5,441,623
                                       ---------
Total                                $ 6,165,630
================================================

Operating Loss:
  Real Estate Development            $  (299,514)
  Apparel                               (153,162)
  Corporate                           (5,441,623)
                                       ---------
Total                                $(5,894,299)
                                       ---------

Identifiable Assets:
  Real Estate Development              $  11,916
  Apparel                                 59,622
  Corporate                               35,771
                                         -------
Total                                  $ 107,309
================================================

Capital Expenditures:
  Real Estate Development               $   -0-
  Apparel                                   -0-
  Corporate                                1,755
                                         -------
Total                                   $  1,755
================================================



                              F-19
<PAGE>

Depreciation and Amortization:
  Real Estate Development               $    234
  Apparel                                    -0-
  Corporate                               15,000
                                         -------
Total                                   $ 15,234
================================================

Geographic Information - net revenue:
  United States                        $ 271,331
Qatar                                        -0-
Oman                                         -0-
                                         -------
                                       $ 271,331
================================================

Operating loss is total revenue less operating expenses, which
include: cost of sales, selling, general and administrative
expenses, and other corporate expenses. Operating expenses
include a non-recurring charge in 2005 of $5,079,919 to
recognize the immediate impairment of the goodwill associated
with the acquisition of JOL in 2005 and a non-cash interest
charge of $4,970 in 2005 associated with the Debenture sold by
Alfa in December 2005.

The real estate development segment includes the results for JOL
since the date of acquisition in October 2005.

Identifiable assets are year-end assets at their respective net
carrying value segregated as to segment and use.

In 2005, one customer of the apparel segment accounted for 79%
of total revenues and another customer accounted for 11% of
total revenues. In 2004, one customer of the apparel segment
accounted for 40% of total revenues and another customer
accounted for 19% of total revenues.


NOTE 10  - SUBSEQUENT EVENT:

On January 24, 2006 Alfa sold a second debenture to Cornell in
the amount of $250,000.


                              F-20