<PAGE>               FORM 10-QSB
           SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended: June 30, 2002
                                _____________

Commission File Number: 0-17264
                        _______



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



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




      107 Industrial Drive, Jersey City, New Jersey 07305
      ___________________________________________________
            (Address of principal executive offices)


                      (201) 332-2200
   ____________________________________________________
   (Registrant's telephone number, including area code)


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

As of August 19, 2002 the registrant had outstanding 10,488,688
shares of Common Stock, par value $.01 per share.

                            (1)
<PAGE>

                 ALFA INTERNATIONAL CORP.
                         INDEX
             PART I - FINANCIAL INFORMATION

ITEM 1:     FINANCIAL STATEMENTS

        BALANCE SHEETS
        DECEMBER 31, 2001
        JUNE 30, 2002

        STATEMENTS OF OPERATIONS
        THREE MONTHS ENDED JUNE 30, 2001
        THREE MONTHS ENDED JUNE 30, 2002

        SIX MONTHS ENDED JUNE 30, 2001
        SIX MONTHS ENDED JUNE 30, 2002

        STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
        SIX MONTHS ENDED JUNE 30, 2002

        STATEMENTS OF CASH FLOWS
        SIX MONTHS ENDED JUNE 30, 2001
        SIX MONTHS ENDED JUNE 30, 2002


        NOTES TO FINANCIAL STATEMENTS


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

              PART II  -  OTHER INFORMATION

ITEM 2:    CHANGES IN SECURITIES

ITEM 5.    OTHER INFORMATION

ITEM 6:    EXHIBITS AND REPORTS ON FORM 8-K



                            (2)

<PAGE>
<TABLE>
             ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                      June  30,         December 31,
                                        2002               2001
        ASSETS                        ---------         ------------
                                     (Unaudited)           Note 1
<S>                                 <C>               <C>
CURRENT ASSETS:
Cash and equivalents                  $ 146,131         $  28,486
Inventory                                22,630            75,153
Prepaid expenses                          9,691            20,637
                                       --------          --------
        Total Current Assets            178,452           124,276
                                       --------          --------
PROPERTY AND EQUIPMENT:
  Office & Computer Equipment            49,769            49,445
  General Plant                           8,843            22,598
  Furniture & Fixtures                    5,006             5,006
                                       --------          --------
                                         63,618            77,049
  Less:  Accumulated depreciation       (51,307)          (64,062)
                                       --------          --------
                                         12,311            12,987
                                       --------          --------
OTHER ASSETS:
Note Receivable                          66,625            66,625
Other assets                                -                 789
                                       --------          --------
                                         66,625            67,414
                                       --------          --------
Total Assets                          $ 257,388         $ 204,677
                                       --------          --------


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $  53,176          $ 10,081
8% Note payable                              -             14,200
Accrued payroll                         103,095                -
Accrued expenses and other current
    liabilities                          49,851             3,814
Loan payable - officer                   14,000                -
Dividends payable                         1,200                -
                                       ---------         --------
        Total Current Liabilities       221,322            28,095
                                       ---------         --------

STOCKHOLDERS' EQUITY:
Common stock - $ .01 par value
Authorized - 15,000,000 shares
Issued and to be issued -
  10,488,688 and 10,038,688 shares.     104,887           100,387
Undesignated preferred stock:
Authorized - 925,000 shares
Issued and outstanding - none
Series B preferred stock
$.01 par value
Authorized - 75,000 shares
Issued - 8,312.5 shares at
June 30, 2002                                83                 -
Capital in excess of par value        6,050,853         5,879,923
Retained earnings (deficit)          (6,119,757)       (5,803,728)
                                      ---------         -----------
Total Stockholders' Equity            36,066            176,582
                                   ----------        ------------
  Total Liabilities & Equity         $  257,388        $  204,677
                                      ---------         -----------

</TABLE>
                                             (3)
<PAGE>
<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                       ------------------------------------------
                                     (UNAUDITED)
<CAPTION>
                                      THREE MONTHS ENDED               SIX MONTHS ENDED
                                           June 30,                          June 30,
                                      ----------------------      ----------------------
                                          2002          2001          2002          2001
                                          ----          ----          ----          ----
<S>                                 <C>           <C>           <C>           <C>
REVENUES:
Net sales                            $   21,683    $    4,636    $   47,334    $   12,423
Royalty Income                               -             -            586        10,000
                                      ---------     ---------     ---------     ---------
                                         21,683         4,636        47,920        22,423
                                      ---------     ---------     ---------     ---------
COSTS AND EXPENSES:
Cost of sales                            37,573         4,030        62,394         6,382
Selling, general and administrative     155,167        91,914       308,640       159,443
Interest Income                          (1,544)       (4,452)       (3,035)      (10,375)
Gain on sale of equipment                    -             -         (5,250)           -
                                      ---------     ---------     ---------     ---------
                                        191,196        91,492       362,749       155,450
                                      ---------     ---------     ---------     ---------

NET LOSS                             $ (169,513)   $  (86,856)   $ (314,829)   $ (133,027)
                                      ---------     ---------     ---------     ---------

PREFERRED STOCK DIVIDENDS            $    1,200    $    -        $    1,200    $     -
                                     ----------    ----------    ----------    -----------

LOSS APPLICABLE TO
COMMON STOCKHOLDERS                  $ (170,713)   $  (86,856)   $ (316,029)   $ (133,027)
                                       ---------    ----------    -----------   -----------


WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                 10,444,244     8,988,648    10,274,798     8,975,065


NET LOSS PER COMMON SHARE             $  (.02)       $  (.01)      $  (.03)      $  (.02)
                                         -----         -----         -----         -----

</TABLE>
                                             (4)



<PAGE>
<TABLE>

                         ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              ----------------------------------------------------------
                                  (UNAUDITED)

<CAPTION>
                   Preferred Stock     Common Stock
                  ----------------   -----------------       Capital in   Retained
                            Par                    Par         Excess of    Earnings
                  Shares    Value    Shares      Value       Par Value    (Deficit)
                  ------    ------   ------      -----       ---------    ---------
<S>               <C>       <C>     <C>         <C>         <C>           <C>
Balances At
December 31,
2001               -         -       10,038,688  $ 100,387   $ 5,879,923   $(5,803,728)

Issuance of
Common stock                            450,000      4,500         5,500

Issuance of
preferred stock,
net of expenses    8,312.5   $ 83          -           -         165,430           -

Preferred stock
dividends            -         -           -           -             -          (1,200)

Net loss             -         -           -           -             -        (314,829)
                   -------  ------   -----------  ----------   ----------   -----------
Balances At
June 30, 2002      8,312.5    $83    10,488,688  $104,887    $ 6,050,853   $(6,119,757)
                   -------  ------   ----------- ----------   ------------  ------------

</TABLE>
                                             (5)
<PAGE>

<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                        ----------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                        Six Months Ended
                                                            June 30,
                                                        ----------------
                                                       2002          2001
                                                       ----          ----
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                         $ (314,829)   $ (133,027)
  Adjustments to reconcile net loss to net
  cash flows from operating activities:
   Depreciation and amortization                        1,000         2,250
   Gain on sale of equipment                           (5,250)           -
   Inventory reserve                                    9,424            -
   Consulting services for common stock                10,000            -
   Changes in operating assets and liabilities:
    Accounts receivable                                     -           286
    Inventories                                        43,099        (2,103)
    Prepaid expenses                                   10,946       (11,832)
    Accounts payable                                   43,095           -
    Other assets                                          789         1,500
    Accrued expenses                                  149,132        (1,153)
    Dividends payable                                   1,200          -
                                                    ---------     ---------
      Net cash flows from operating activities        (51,394)     (144,079)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment                 (324)       (3,795)
  Proceeds from sale of equipment                       5,250            -
  Investment in Medical Freedom Corp.                      -        (81,125)
                                                     ---------     ---------
      Net cash flows from investing activities          4,926       (84,920)


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                  -          40,750
  Proceeds from issuance of preferred stock, net      165,513           -
  Payments on note payable                            (14,200)          -
  Preferred stock dividends                            (1,200)          -
  Proceeds from short term loans                       14,000           -
  Note receivable                                          -        (29,125)
                                                    ---------     ---------
      Net cash flows from financing activities        164,113        11,625

NET CHANGE IN CASH AND EQUIVALENTS                    117,645      (217,374)
                                                    ---------     ---------

CASH AND EQUIVALENTS, BEGINNING OF PERIOD              28,486       527,066
                                                    ---------     ---------

CASH AND EQUIVALENTS, END OF PERIOD                 $ 146,131     $ 309,692
                                                    ---------     ---------

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (refunded)                             -             -
                                                    ---------     ---------
Interest paid                                             372          -
                                                    ---------     ---------
Due from affiliate exchanged for
Investment                                               -        $  18,875
                                                    ---------     ---------
Due from Placement Agent exchanged for
Note Receivable                                          -        $  37,500
                                                    ---------     ----------
</TABLE>

                                             (6)



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

NOTE 1 - BASIS OF PRESENTATION:

The balance sheet for Alfa International Corp. and subsidiaries
("Alfa" or the "Company") at the end of the preceding fiscal
year has been derived from the audited balance sheet and notes
thereto contained in the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 2001 and is presented
herein for comparative purposes. All other financial statements
are unaudited. In the opinion of management all adjustments
which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and
changes in financial position for all periods presented have
been made. The results of operations for interim periods are not
necessarily indicative of operating results for the full year.
Alfa presently has two wholly owned subsidiaries through which it
conducts all operations. All inter-company transactions have
been eliminated in their consolidation with Alfa.

Footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the published
rules and regulations of the Securities and Exchange Commission.
These financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2001.

NOTE 2 - GOING CONCERN AND LIQUIDITY:

The Company has incurred significant operating losses raising
substantial doubt about its ability to continue as a going
concern. The continued existence of the Company is dependent
upon its ability to increase sales and thereby attain profitable
operations. The Company is attempting to increase sales through
increased marketing efforts at its Contact Sports subsidiary.
Should the Company be unsuccessful in its attempts to
increase sales, the Company may not be able to continue
operations.

NOTE 3 - LOAN PAYABLE - OFFICER:

The loan payable to officer is due upon demand.

NOTE 4 - CONSULTING AGREEMENT AND NOTE RECEIVABLE:

On February 27, 2002 the Company entered into a three year
consulting agreement ("Agreement") beginning March 1, 2002,
whereby the consultant will provide advice relating to future

                            (7)
<PAGE>
            ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

acquisitions, marketing and promotional activities, securing
licensees for future Contact Sports product lines, obtaining
debt financing and raising capital. The Company will pay 10% of
the royalties it earns under such license agreements, if any,
arranged by the consultant and will pay a fee to the consultant
for any acquisition completed by Alfa for which the consultant
made an introduction. Contingent upon and in proportion to the
completion of a $3,000,000 private placement of its stock, Alfa
will issue 200,000 shares of its unregistered and restricted
common stock valued at approximately $8,000 to the consultant
and also pay a fee of up to $1,080,000 to the consultant, giving
consideration to Alfa's cash flow from operations. The Agreement
is terminable by either party by giving 30 days notice in
writing.

The Agreement is with an entity whose principals are also the
principals of a company with whom Alfa has a note receivable
(the "Note") for $66,625 at June 30, 2002. The Agreement does not
modify the terms of the Note or the entity's obligations under
the Note. The Note was due on January 15, 2002 and bears interest
at a rate of 9% per annum. The Agreement provides that should the
Company complete the private placement referred to above, Alfa
may deduct the Note balance plus accrued interest from any
compensation due under the Agreement. As of June 30, 2002, a
total of $6,000 has been applied to the balance of accrued
interest on the Note.

NOTE 5 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:

During the second quarter of 2002, the Board of Directors
authorized the issuance of up to 75,000 shares of Series B
Preferred Stock, par value $0.01, at a price of $40 per share.

Dividends on the Series B Preferred Stock accrue at a rate of
5.0% per annum and are payable upon the "Conversion Date" or
"Redemption Date", whichever is sooner. Each Series B share is
convertible at the option of the holder, at any time, at a rate
of 40 shares of common stock for one Series B share. Accrued
dividends as of the conversion date shall be paid in cash or in
shares of common stock valued at $1.00 per share.

In May 2002, the Company began a private placement whereby it is
offering up to 150 units at $20,000 per unit, each unit
consisting of 500 shares of Series B Redeemable Convertible
Preferred Stock and 20,000 warrants. Each warrant is valid for
two years from the date of purchase and may be exercised to
purchase one share of common stock at $0.75.

                            (8)
<PAGE>
            ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

In March 2002,in connection with the private placement, the
Company entered into an agreement with a registered broker dealer
whereby the broker dealer will receive cash compensation for its
services of thirteen percent of the gross amount of proceeds from
the private placement and 250,000 shares of the Company's common
stock.

As of June 30, 2002, the Company sold 16.625 units for $20,000
per unit representing 8,312.5 shares of its Series B Preferred
Stock and 332,500 warrants. Net proceeds from the sale totaled
$165,513.

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

The Series B Redeemable Convertible Preferred Stock has been
excluded from the computation of diluted earnings per share for
the period ended June 30, 2002 as the conversion would be
antidilutive after adding back preferred stock dividends to net
loss.

NOTE 6 - COMMON STOCK:

On April 22, 2002, the Company entered into a consulting
agreement for marketing services whereby it will issue 200,000
shares of its common stock valued at $10,000.


NOTE 7 - POTENTIAL ACQUISITION:

On August 2, 2002, Alfa signed an agreement ("Agreement") with
Journey of Light, Ltd., a British company ("JOL"), whereby Alfa
was granted options (i) to purchase up to five percent (5%) of
JOL's capital stock, and (ii) to acquire JOL as a wholly owned
subsidiary of Alfa. Any acquisition of JOL as a wholly owned
subsidiary of Alfa will be subject to the approval of the Alfa
shareholders. A copy of the Agreement is attached hereto as
Exhibit 4. (SEE: "EXHIBITS")


ITEM 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations

The balance sheet for the Company at the end of fiscal year
2001 contained herein has been derived from the balance sheet
audited by the Company's independent certified public
accountants which is contained in the Company's annual report on
                            (9)
<PAGE>

Form 10-KSB for the fiscal year ended December 31, 2001. All
other financial statements are unaudited.

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

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

During the first six months of 2002 Contact concentrated on its
promotional and marketing efforts. In February 2002, Contact
sponsored a party at a major nightclub in Philadelphia during
the "NBA All Star Weekend" where it held a fashion show of all
its apparel offerings. Contact hired several major recording
stars to perform at the party and professional basketball
players and buyers from major retailers were in attendance.

In April 2002 Contact signed a four-year consulting agreement
(the "Volkov Agreement") with Olympic gold medal winner and
former starting forward for the NBA's Atlanta Hawks - Alexander
Volkov. Mr. Volkov rose to international prominence as a starting
power forward on the Soviet National Team that won the gold medal
at the 1988 Seoul Olympics. He was the first Soviet athlete to
play in the NBA - starting for the Atlanta Hawks from 1989
through 1992. From 1993 through 1999 he played for several
professional European teams. Mr. Volkov was the Minister of
Sports of Ukraine from 1999 to 2000. He is presently a member of
the Board of Directors of the Northern European Basketball League
(NEBL) which he helped to found, a Vice-President and board
member of the Basketball Federation of Ukraine, and is the
founder, co-owner and player for  "B.C. Kiev" -  Basketball Club
of Kiev  -  a professional team that plays in the NEBL. In May,
2002 Mr. Volkov was elected a member of the board of directors of
FIBA - Federation Internationale de Basketball, an independent
non-profit association founded in 1932 comprising 208 national
basketball federations throughout the world and which is
basketball's governing body.

The Volkov Agreement contemplates Mr. Volkov's involvement in
the company's marketing and sales efforts in the United States,
Europe and the states of the former Soviet Union. Specifically
Mr. Volkov will assist the company in securing the services of
active NBA players to participate in Contact Sports advertising
and marketing campaigns. He will also assist in the recruitment

                            (10)
<PAGE>
of local star players in Europe and Ukraine for Contact's
marketing efforts in those markets. Mr. Volkov has also agreed to
assist Contact in its sales and distribution efforts in Ukraine
and Europe through personal introductions to the relevant sports
apparel importers and marketers in these markets. Mr. Volkov has
introduced Contact to large wholesalers and retailers in Ukraine
and Europe who have expressed interest in purchasing Contact's
products. Contact is also sponsoring Mr. Volkov's basketball team
"B.C. Kiev" in Kiev, Ukraine.

In July 2002 Mr. Donnie Nelson, assistant coach and President of
the Dallas Mavericks, appointed Contact as the primary sponsor of
the Global Games, an international basketball tournament that
annually brings the world's top amateur basketball players to
Dallas, Texas. The Global Games were played in Dallas, Texas from
July 4th to July 9th, 2002 and Contact received significant
recognition and brand enhancement via print, radio and television
coverage.

In August, 2002 Contact signed a contract with SmartPros and
Deerfield Productions to create and produce a radio, television,
print advertising, marketing and public relations campaign for
use by Contact in the United States and Ukraine. Several
nationally recognized recording stars and professional basketball
players will be prominently featured in this campaign. The
campaign, which is scheduled for completion in October 2002,
contemplates, among other things, the production of a website and
CD-ROM containing sample television, radio and print ads.
Beginning in the fourth quarter of 2002, Contact and its sales
representatives will use the CD-ROM as an additional sales tool
to secure orders from retailers. The Contact marketing plan is
particularly directed at positioning and establishing a "brand
identity" for Contact. The Company views the use of professional
athletes and nationally known recording artists as "Contact
spokespersons" in the print and video advertising campaign as
crucial to this branding effort. The marketing campaign is
intended to establish and reinforce the Contact Sports brand and
will be rolled out in conjunction with sales to major retail
accounts.

Also, Mr. Volkov and other NBA athletes from Ukraine and the
states of the former Soviet Union will be filmed by SmartPros for
advertisements to be aired on local television in their home
countries. In addition to the expected sale of products to
several NEBL teams, the ongoing television coverage, public
relations and media advertising resulting from the Official
Sponsorship(s) is expected to create additional exposure for
Contact's products and brand in Europe, the Ukraine and the
states of the former Soviet Union.

Contact's product line consists of several collections of
fashionable basketball athletic shorts and jerseys, over forty
                            (11)
<PAGE>

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

Contact will market its products through industry trade shows,
advertising, promotional events and parties which it sponsors,
street teams, tie-ins with rap artists and professional athletes,
fashion shows, direct mail, and print, radio and television
advertising. To date the Company has expended a significant
amount of its resources on promotional and marketing efforts for
Contact's products and on a "brand awareness" campaign for
Contact. The Company plans to increase such expenditures in the
future.

In August 2002, Contact reorganized its sales representative
force. Contact's national sales manager's contract was terminated
and three sales representatives were retained. Given the
importance to Contact's success, initial responsibility for
calling on major retail accounts was assumed directly by
Contact's management. The sales representatives, who will sell
Contact's products to retail stores nationwide, are highly
experienced in the apparel field with years of experience selling
to the specialty and department store accounts that Contact has
targeted as its potential customers. Sales calls will begin in
earnest after the completion of the CD-ROM presentation in
October 2002.

Contact now expects to begin taking orders for its spring
collections in the fourth quarter of 2002 for delivery to retail
stores in the first quarter of 2003. Plans call for coordination
of the aforementioned advertising and marketing efforts in and
around the retail stores carrying Contact's line. It is not
presently anticipated that Contact will have undue reliance upon
one or a few major customers, but no such assurance can be given
at this time.

Contact plans to contract with a major national warehouse
distributor who will receive and store Contact's inventory from
overseas vendors, pick, pack and ship orders to Contact's
customers, perform all inventory, billing and accounting
functions for Contact on such orders and interface electronically
with Contact and its customers with respect to such accounting
and shipping functions. Management plans to focus sharply on the
marketing and sale of Contact's products. The Contact website

                              (12)

<PAGE>
www.contactsports.net, where customers may view marketing
materials and products will be launched during the fourth quarter
of 2002.

Contact intends to recruit additional independent sales
representatives as necessary to sell its apparel to retail
stores. Attendance at trade shows, print, radio and television
advertising and a worldwide web presence will supplement
Contact's marketing efforts. The Contact marketing plan is
particularly directed at establishing a "brand identity" for
Contact's products.

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

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

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

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

                            (13)
<PAGE>

Under a Patent License Agreement executed by Ty-Breakers and Du
Pont in December 2000 Ty-Breakers granted Du Pont the exclusive
right to manufacture and sell the Kensel material and Du Pont
agreed to pay royalties to Ty-Breakers on all such sales. Du
Pont presently produces all of the Tyvek material. Ty-Breakers
purchases all of its Tyvek requirements directly from Du Pont in
the United States or from Du Pont's Asian agent. Ty-Breakers may
purchase the Kensel fabric material for its Ty-Breakers' products
directly from Du Pont (at discounted prices) or, in the
alternative, manufacture the Kensel material for such products
itself. In accordance with the terms of the Patent License
Agreement, Ty-Breakers may manufacture and use Kensel material
in its own products but may no longer sell Kensel fabric
material to others. Ty-Breakers will however be paid a royalty
on all such sales of Kensel fabric by Du Pont to others. Ty-
Breakers' royalty payments from DuPont are not expected to be
material.


Alfa
----
During 2002 Alfa has concentrated on its capital raising
activities and the pursuit of a possible acquisition of a
British company ("JOL") with planned operations in Qatar. On
August 2, 2002, Alfa signed a contract with JOL whereby Alfa
acquired the option, but not the obligation, to acquire JOL as a
wholly owned subsidiary. The Alfa / JOL contract is attached
hereto as Exhibit 10 (SEE: "Exhibits").Depending upon JOL's
success in securing the major contract it is presently
negotiating with the Government of Qatar, Alfa may acquire all or
part of JOL. Any acquisition of JOL will be subject to the
approval of the Alfa shareholders. Alfa and a "Consultant"
entered into a consulting agreement effective March 1, 2002 under
which the Consultant, among other things, agreed to provide the
Company with management consulting services, international
marketing services, assistance in raising debt and equity
capital, merger and acquisition advice and services and corporate
finance advice. The Consultant introduced Contact to Mr. Volkov
and was instrumental in negotiating the Volkov Agreement. The
Consultant also introduced Alfa to several registered
Broker/dealers, one of whom is presently assisting Alfa to
conduct a private placement offering ("Private Placement") of its
securities in the form of units ("Units") of its preferred stock
and warrants. Net proceeds from sales of Units, after payment of
broker and Consultant fees, will be used to expand Contact's
sales and marketing activities, to exercise options to purchase a
portion of JOL's capital stock and for general working capital
needs at the sole discretion of management.



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<PAGE>

Alfa intends to concentrate its efforts on (1) building its
Contact subsidiary's business and (2) pursuing the possible
acquisition, subject to shareholder approval, of JOL.

The Company maintains its corporate offices at 107 Industrial
Drive, Jersey City, NJ 07305. The premises, along with warehouse
space, are leased by Ty-Breakers on a month to month basis from
an unaffiliated third party. Contact maintains a branch office at
7 Metrotech Center, Brooklyn NY 11201 which is leased by Contact
from an unaffiliated third party under a lease expiring December
31, 2002. As the Company's business plans unfold, and depending
upon future events, the Company may move Alfa, Ty-Breakers and/or
Contact to different locations.


RESULTS OF OPERATIONS:

THREE MONTHS ENDED JUNE 30,2002 vs.
THREE MONTHS ENDED JUNE 30,2001

The Company experienced an increase in revenue of $17,047 (368%)
for the second quarter of 2002 as compared to the same period in
the previous year. This revenue increase resulted from Contact's
sales in the second quarter. Ty-Breakers experienced a slowdown
in its Custom Business as the Company concentrated on the
promotion and marketing of its Contact Sports products. The cost
of sales percentage for the second quarter of 2002 was 173% as a
result of (1) price markdowns at Contact to close out old
inventory acquired with Contact and (2)an increase of $9,424 in
the inventory reserve. While it is expected that Contact will
continue to close out excess inventory at the end of a season,
the aforementioned cost of sales percentage is not reflective of
Contact's normal pricing which carries a gross profit percentage
of approximately 50%. Going forward, moreover, Contact's
inventory, while expected to increase in line with sales growth,
is not expected to be significant since inventory will be
manufactured and sold pursuant to specific purchase orders.
Significant inventories of unsold products are not expected to be
maintained by Contact.

Selling, general and administrative expenses increased by $63,253
(69%) during the second quarter of 2002 compared to the second
quarter of 2001. This increase is primarily attributable to the
substantial promotional and marketing expenses incurred,
primarily for the Global Games, by Contact during the quarter.
Contact's marketing and promotional expenditures are expected to
continue to be quite substantial as the Company attempts to
launch Contact's product line.

The Company experienced a net loss of $169,513 during the second

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<PAGE>

quarter of 2002 as compared to a net loss of $86,856 during the
same period in the previous fiscal year. This $82,657 increase
(95%) in the Company's loss is attributable to the increased
marketing expenses mentioned above. The continued losses for the
Company are attributable to the Company's insufficient level of
sales.

The Company will need to further increase sales in order to
attain profitability. Management believes that Contact's planned
marketing and promotional expenditures - which are expected to be
significant - will depress earnings in 2002 but that a profitable
level of sales may be attained before the end of fiscal year 2003
as a result of those marketing efforts. The proceeds that the
Company expects to receive from the Private Placement during 2002
will be necessary to allow the Company to implement its marketing
plan for Contact.

SIX MONTHS ENDED JUNE 30,2002 vs.
SIX MONTHS ENDED JUNE 30,2001

The Company experienced a increase in revenue of $25,497(114%)for
the first six months of 2002 as compared to the same period in
the previous year. This revenue increase resulted from Contact's
sales during the six-month period. Royalty income from Ty-
Breakers' Patent License Agreement with DuPont decreased by
$9,414 compared to the same period in the previous year and is
not expected to be significant in the future. The cost of sales
percentage for the first six months of 2002 was 132%. This cost
of sales percentage in the first six months of 2002 is a result
of (1) price markdowns at Contact to close out old inventory from
a previous season which Contact owned at the time of its
acquisition by Alfa and, (2) an increase of $9,424 in the
inventory reserve during the second quarter of 2002. While it is
expected that Contact will continue to close out excess inventory
at the end of a season, the aforementioned percentage is not
reflective of Contact's normal pricing which carries a gross
profit percentage of approximately 50%. Going forward, moreover,
Contact's inventory while expected to increase in line with sales
growth is not expected to be significant since inventory will be
manufactured and sold pursuant to specific purchase orders.
Significant inventories of unsold products are not expected to be
maintained by Contact. The liquidation of certain older inventory
at Contact during the six month period net of increases in sample
inventory of new products caused inventory to decrease by $52,523
during the first six months of 2002 compared to the fiscal year
end 2001 level.

Selling, general and administrative expenses increased by
$149,197 (94%) during the first six months of 2002 compared to
the same period in the previous fiscal year. This increase is

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<PAGE>

primarily attributable to the substantial promotional,
advertising and marketing expenses incurred by Contact during the
six month period (especially for the Contact Sports NBA All-Star
Weekend party at Philadelphia in February and the Global Games in
Dallas in July). Contact's marketing and promotional expenditures
are expected to continue to be quite substantial as the Company
attempts to launch Contact's product line.

The Company experienced a net loss of $314,829 for the first six
months of 2002 as compared to a net loss of $133,027 during the
same period in the previous fiscal year. This increase of
$181,802 (137%) is primarily attributable to increased salary
expenses associated with new employees and the increased
promotional and advertising expenses mentioned above. The
continued losses for the Company are attributable to the
Company's failure to attain a sufficient level of sales. The
Company will need to further increase sales in order to attain
profitability. Management believes that Contact's planned
marketing and promotional expenditures - which are expected to
continue to be significant - will depress earnings in 2002 but
that a profitable level of sales may be attained before the end
of fiscal year 2003 as a result of those marketing efforts. The
proceeds that the Company expects to receive from the Private
Placement during 2002 will be necessary to allow the Company to
implement its marketing plan for Contact.


LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------
The Company experienced negative cash flows from operations
during the first six months of 2002 primarily due to its
operating loss. At June 30, 2002 the Company had a working
capital deficit of $42,870 as compared to working capital of
$96,181 at December 31, 2000. This decrease of $139,051 is
attributable to the Company's loss during the period offset by
proceeds of the private placement. Accounts payable, accrued
expenses, accrued payroll and short term loans payable increased
by a total of $193,227 during the first six months of 2002
compared to the 2001 fiscal year end levels. These items are
expected to be paid with the proceeds of the Private Placement.
The 8% Note Payable in the amount of $14,024 was paid in full
during the six months ended June 30, 2002 and subsequent to June
30, 2002, the loan payable to officer was reduced to $4,000 and
accounts payable was reduced to $29,000.

In order to increase Contact's level of sales, management plans
to aggressively market its products to retail stores nationwide
and to wholesalers and retailers in Ukraine and Europe. Ty-
Breakers will continue marketing its custom printed Tyvek
products into the (premium & incentive ) Custom Market. A

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<PAGE>



comprehensive marketing, advertising, public relations,
promotional and sales campaign for Contact is scheduled to be
launched in October 2002. The launch and implementation of this
campaign is contingent upon the receipt by the Company of the
necessary proceeds from the Private Placement. While no
assurances can be given at this time, management believes that
such marketing efforts will be successful in increasing Contact's
sales and turning the Company profitable by the end of fiscal
year 2003. Revenues (and associated sales & marketing expenses)
are projected to increase significantly in fiscal year 2003. It
is essential for the Company to increase its level of sales in
order to allow continued operations.



FORWARD LOOKING STATEMENTS
--------------------------


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




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<PAGE>
                PART II   -   OTHER INFORMATION

ITEM 2.      Changes In Securities

 (b)         Note 5 to the financial statements contained herein
             and Exhibit 4 attached hereto are incorporated
             herein by reference thereto.

ITEM 5.      Other Information

 (a)         On August 2, 2002, Alfa and Journey of Light, Ltd.,
             a British corporation ("JOL") signed an agreement
             ("Agreement") whereby Alfa was granted two separate
             options to (1) acquire up to five percent of JOL's
             outstanding capital stock, and (2) acquire JOL as a
             wholly owned subsidiary. A copy of the Agreement is
             attached hereto as Exhibit 10. Any acquisition of
             JOL by Alfa will be subject to the approval of the
             Alfa shareholders.

ITEM 6.      Exhibits and Reports on Form 8-K

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

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

3.1         Articles of Incorporation, as amended       *

3.2         By-laws                                     *

4.          Certificate of Designation for
            Series B preferred stock                    E-1

10          Letter agreement regarding the potential
            acquisition of JOL by Alfa                  E-11

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


 (b)    Reports on Form 8-K

        None


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<PAGE>



                        SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


DATED:  August 19, 2002               ALFA INTERNATIONAL CORP.
                                     (Registrant)




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

















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