<PAGE>
                        FORM 10-QSB/A
              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: March 31, 2004
                            ------------------

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

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


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



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


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


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

As of May 17, 2004, the registrant had outstanding
10,947,728 shares of Common Stock, par value $.01 per
share.
<PAGE>

                 ALFA INTERNATIONAL CORP.
                         INDEX
             PART I - FINANCIAL INFORMATION

ITEM 1:     FINANCIAL STATEMENTS

       CONSOLIDATED BALANCE SHEETS:
       MARCH 31, 2004 AND DECEMBER 31, 2003

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY:

       THREE MONTHS ENDED MARCH 31, 2004

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003

       NOTES TO FINANCIAL STATEMENTS


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

ITEM 3:  CONTROLS AND PROCEDURES

             PART II - OTHER INFORMATION

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














<PAGE>


Forward-Looking Statements

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














<PAGE>
<TABLE>
             ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                   March 31,        December 31,
                                        2004              2003
        ASSETS                        ---------       ----------
                                     (Unaudited)        (Note 1)
<S>                                 <C>               <C>
CURRENT ASSETS:
Cash                                  $ 135,904        $ 191,665
Accounts Receivable                       4,190            1,212
Inventory                                79,965           83,229
Advances to affiliate                   210,572          397,179
Prepaid and other current assets         99,446           12,836
                                       --------         --------
        Total Current Assets            530,077          686,121
                                       --------         --------
PROPERTY AND EQUIPMENT:
  Office & Computer Equipment           102,160           86,005
  General Plant                          17,799           17,799
  Furniture & Fixtures                   15,951           13,320
  Leasehold Improvements                    866              866
                                       --------         --------
                                        136,776          117,990
  Less:  Accumulated depreciation       (81,615)        (75,980)
                                       --------         --------
                                         55,161           42,010
                                       --------         --------

OTHER ASSETS:
Deposits and investment                  12,164           22,164
                                       --------          -------
                                         12,164           22,164
                                       --------         --------
Total Assets                          $ 597,402        $ 750,295
                                       --------         --------



LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $  18,079         $ 22,967
Accrued officer payroll                  29,714           29,714
Accrued expenses and other
  current liabilities                    36,213          109,974
Dividends payable                        48,091                -
                                       ---------        --------
        Total Current Liabilities       132,097          162,655
                                       ---------        --------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Undesignated preferred stock:
Authorized - 850,000 shares
Issued and outstanding - none
Series B preferred stock; $.01 par
value. Authorized-150,000 shares
Issued and outstanding:
103,913 shares at March 31, 2004
 95,375 shares at December 31, 2003      1,039              954
Common stock - $ .01 par value
 Authorized - 15,000,000 shares
 Issued and outstanding;
  10,947,728 shares at
    March 31, 2004
  10,947,728 shares at
    December 31, 2003
                                       109,477           109,477
Capital in excess of par value       8,139,086         7,921,601
Retained earnings (deficit)         (7,784,297)
(7,444,392)
                                     ----------        ---------
Total Stockholders' Equity             465,203           587,640
                                    ----------         ---------
  Total Liabilities & Equity        $  597,402        $  750,295
                                     ---------         ---------

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











<PAGE>
<TABLE>
                       ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                       -----------------------------------------
                                     (UNAUDITED)
<CAPTION>
                                      THREE MONTHS ENDED
                                         March 31,
                                      ----------------------
                                          2004          2003
                                          ----          ----
<S>                                 <C>           <C>
REVENUES:
Net sales                             $   16,595    $    2,313
Royalty Income                               -             -
                                      ---------      ---------
                                          16,595        2,313
                                      ---------      ---------
COSTS AND EXPENSES:
Cost of sales                             13,322           85
Selling, general and administrative      291,969       156,247
Interest Income                             ( 41)         (405)
Miscellaneous (income) expense             3,159
                                       ---------     ---------
                                         308,409       155,927
                                       ---------     ---------
NET LOSS                              $ (291,814)   $ (153,614)
                                       ---------     ---------
PREFERRED STOCK DIVIDENDS             $   48,091    $   22,858
                                      ----------    ----------

LOSS APPLICABLE TO
COMMON STOCKHOLDERS                   $ (339,905)   $ (176,472)
                                       ---------    ----------

BASIC & DILUTED LOSS PER
  COMMON SHARE                       $     (.03)   $     (.02)
                                          -----         -----
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                  10,947,728    10,698,461

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

</TABLE>


<PAGE>
<TABLE>
                         ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              ----------------------------------------------------------
                                  (UNAUDITED)
<CAPTION>
                         Common Stock        Preferred Stock
                       ----------------     ---------------- Capital in    Retained
                                   Par                        Excess of    Earnings
                      Shares      Value       Shares   Value  Par Value    (Deficit)
                       ------      ------     ------   -----  ---------    ---------
<S>                   <C>         <C>        <C>      <C>     <C>            <C>
Balances at December
 31, 2003              10,947,728  $109,477   95,375  $ 954    $7,921,601    $(7,444,392)

Issuance of
preferred stock
for cash, net of
expenses                    -                   8,538  $ 85       217,485

Preferred stock
Dividends                                                                       ( 48,091)

Net loss                    -          -        -       -          -            (291,814)
                    ----------    -------- ------- -------    -----------     -----------
Balances At
March 31, 2004        10,947,728   $109,477   103,913  $1,039 $ 8,139,086    $(7,784,297)
                      ----------  ---------  --------  ------    -----------   ---------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>                                             (5)

<PAGE>
<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                        ----------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                        Three Months Ended
                                                            March 31,
                                                        ----------------
                                                       2004          2003
                                                       ----          ----
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                         $ (291,814)   $ (153,614)
  Adjustments to reconcile net loss to net
  cash flows from operating activities:
   Depreciation and amortization                        5,635           600
   Inventory reserve                                  (94,473)         (471)
   Stock issued for consulting fees                        -         15,733
   Changes in operating assets and liabilities:
    Accounts receivable                                (2,978)          102
    Inventories                                        97,737       (22,200)
    Prepaid expenses and other current assets         (76,610)      (40,205)
    Accounts payable                                   (4,888)       37,812
    Other assets                                           -        (12,154)
    Accrued expenses and other current liabilities    (73,761)        7,654
                                                    ---------     ---------
      Net cash flows from operating activities       (441,152)     (166,743)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment              (18,786)       (6,524)
  Note Receivable                                          -          4,479
  Repayment from (Advance to) affiliate - net         186,607       (44,456)
                                                     ---------     ---------
      Net cash flows from investing activities        167,821       (46,501)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of preferred stock           217,570       322,500
                                                    ---------     ---------
      Net cash flows from financing activities        217,570       322,500

NET CHANGE IN CASH AND EQUIVALENTS                    (55,761)      109,256
                                                      ---------    --------

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

CASH AND EQUIVALENTS, END OF PERIOD                 $ 135,904    $  254,228
                                                     ---------     ---------

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (refunded)                        $     200            -
                                                    ---------     ---------
Interest paid                                              -             -
                                                    ---------     ---------

NON-CASH FINANCING ACTIVITIES:

Preferred stock dividend                               48,091        22,858
                                                    ---------     ---------

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



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

NOTE 1 - BASIS OF PRESENTATION

The consolidated balance sheet for Alfa International Corp. and
subsidiaries ("Alfa" or the "Company") at the end of the
preceding fiscal year has been derived from the audited balance
sheet and notes thereto contained in the Company's annual report
on Form 10-KSB for the year ended December 31, 2003 and is
presented herein for comparative purposes. All other financial
statements are unaudited. In the opinion of management, all
adjustments, which include only normal recurring adjustments
necessary to present fairly the financial position, results of
operations and cash flows for all periods presented, have been
made.

The results of operations for the interim periods presented are
not necessarily indicative of operating results for the
respective full years. The Company presently has two wholly-
owned subsidiaries through which it conducts all operations. All
inter-company transactions have been eliminated in the
consolidated financial statements presented.

Footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the published
rules and regulations of the Securities and Exchange Commission.
These financial statements should be read in conjunction with
the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2003.

Principles of Consolidation - The consolidated financial
statements include the accounts of Alfa International Corp.
("Alfa") and its wholly-owned subsidiaries, Contact Sports, Inc.
("Contact Sports") and Ty-Breakers Corp. ("Ty-Breakers"),
collectively referred to as the "Company".  All inter-company
transactions have been eliminated in consolidation.

     Nature of the Business - Alfa is a holding company which
operates through its Contact Sports and Ty-Breakers
subsidiaries. Contact Sports designs, manufactures and
distributes athletic apparel. Ty-Breakers is a manufacturer and
distributor of Tyvek apparel products which are for sale
<PAGE>

primarily in the United States. All of Ty-Breakers' Tyvek is
purchased from one unrelated supplier, who is the sole producer
of Tyvek.

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

     Estimates and Uncertainties - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results, as
determined at a later date, could differ from those estimates.

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

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

     Inventories - Inventories are stated at the lower of cost
(first-in, first-out method) or market. Management believes that
the reserves of $13,706 and $108,179 at March 31, 2004 and
December 31, 2003, respectively, are adequate. The reduction of
$94,473 in inventory reserves in the first quarter of 2004
relates to the write-off of obsolete inventory, for which a full
100% reserve had been established in prior fiscal periods.

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

     Advertising and marketing costs - Advertising, promotional
and marketing/selling costs of approximately $71,624 and $96,499
for the three months ended March 31, 2004 and March 31, 2003,
<PAGE>
respectively, were expensed as incurred.


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

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

Alfa adopted the disclosure provisions for the year ended
December 31, 2002. The following table illustrates the effect on
results of operations if the Company had applied the fair-value-
recognition provisions of SFAS No. 123 for the three-month
periods ended March 31, 2004 and 2003 (unaudited):

<TABLE>
<CAPTION>
                                              3 Mos. Ended
                                        ----------------------
                                           2004        2003
                                        ----------  ----------

<S>                                    <C>         <C>

Net loss applicable to common
 stockholders, as reported              $(339,905)  $(176,472)
Deduct:
Total stock-based Employee
 compensation determined under
 fair value method for stock
 options, net of tax                             -           -
                                        ----------   ---------
Pro forma loss applicable
   to common stockholders               $(339,905)  $(176,472)
                                        ==========  =========

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

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

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

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


The Black-Scholes option valuation model was developed for
use in estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective
assumptions including the expected stock price volatility.
Because the Company's employee stock options have
characteristics significantly different from those of publicly-
traded options and because changes in the subjective input
assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its
employees' stock options.

Net Loss Per Share - Basic and diluted loss per share are based
upon the weighted-average number of common shares outstanding
during the period. The computation of diluted earnings per share
does not assume the conversion, exercise or contingent issuance
of securities that would have a dilutive effect on loss per
share.


NOTE 2  - GOING CONCERN AND LIQUIDITY

The Company has incurred significant operating losses and is in
a weak financial position, raising substantial doubt about its
ability to continue as a going concern.  The continued existence
of the Company is dependent upon its ability to attain
profitable operations, procure additional financing and realize
the repayment of $209,040 representing the unpaid balance at
March 31, 2004 of loans made to an affiliated party. As of May
18, 2004, the unpaid balance of such loans to the affiliate was
$134,104. The Company anticipates that the balance of such loans
<PAGE>

will be repaid by December 31, 2004. However, there can be no
assurance that such loan repayment will in fact be made.


NOTE 3 - JOURNEY OF LIGHT, INC.

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

Under the terms of the Alfa-JOL Agreement dated November 1,
2003, Alfa acquired: (a) 100,000 shares of JOL's common stock at
a price of $0.0001 per share for a total purchase price of Ten
dollars ($10); and (b) the option (the "Merger Option") to
acquire JOL. JOL is further obligated under the provisions of
the Alfa-JOL Agreement to repay Alfa, without interest, any and
all short-term loans (in excess of such $10 purchase price) that
have been or will be made by Alfa.

JOL and the Government of Qatar are parties to a contract (the
"Qatar Contract") which contemplates: (i)JOL's completion of a
feasibility study for the Qatar Project, (ii) the Government of
Qatar's approving or rejecting such feasibility study, and (iii)
JOL and the Government of Qatar's subsequently entering into the
definitive agreement (the "Final Contract") for the development
of a parcel of land in Doha, Qatar. The Qatar Contract
contemplates that, subject to the approval of the feasibility
study, the Final Contract would be signed sometime between July
1, 2004 and October 1, 2004 (the "Final Contract Date").

Alfa must give notice to JOL of its intention to exercise the
Merger Option no later than ninety (90) U.S. business days after
the Final Contract Date. The Merger Option specifies that Alfa,
in its sole discretion, shall have the absolute right to acquire
and/or merge with JOL (the "Merger"). The Merger may, in Alfa's
sole discretion, be structured as a merger of JOL with Alfa or
through JOL's becoming a subsidiary of Alfa. JOL and Alfa agreed
that, in the event that Alfa exercises the Merger Option, Alfa
may (or may not), prior to consummating the Merger and in Alfa's
sole discretion, sell, spin off or otherwise dispose of any
operating subsidiary(ies) which Alfa may then have. Alfa,
therefore, may, if it chooses, delay its decision to exercise
<PAGE>
the Merger Option until it is assured that the feasibility study
is approved and the Final Contract is signed, and possibly until
Alfa is further assured that the Construction Financing (See
Next paragraph) is in place. If unexercised, the Merger Option
Will expire on the ninety-first (91st) U. S. business day after
The Final Contract Date. The consummation of the Merger (should
it be proposed) would be subject to the approval of the Alfa
shareholders.

JOL's management has determined that, if and when the
Feasibility study is approved, the actual construction of the
Qatar Project, as presently conceived, will require
approximately $400 million dollars of construction financing
(the "Construction Financing").There can be no assurance that
the feasibility study will be approved by the Government of
Qatar, and, even if the Government approves the feasibility
study, there can be no assurance that the very substantial
amount of required construction financing will be able to be
obtained by JOL. As presently conceived, the Qatar Project would
be operated by JOL and owned by JOL [including any other parties
which may become JOL equity owners as a result of the
arrangement of the Construction Financing].


NOTE 4 - CONSULTING AGREEMENT AND NOTE RECEIVABLE

On February 27, 2002 the Company entered into a three-year
consulting agreement ("Consulting Agreement") beginning March 1,
2002, whereby the consultant provided advice relating to future
acquisitions, marketing and promotional activities, securing
licensees for future Contact Sports product lines, obtaining
debt financing and raising capital. On April 30, 2004, the
Company and the consultant entered into a Settlement and
Termination Agreement (the" Settlement Agreement").Among other
things, the Settlement Agreement (i) provided for the
termination of the Consulting Agreement, (ii)relieved Alfa from
any obligation it had under the Consulting Agreement to issue
any shares of Common Stock to the Consultant, (iii)provided for
the indemnification of the Company by the consultant with
respect to any third party claims arising out of the Consulting
Agreement,(iv) settled a dispute regarding the Company's
offsetting 300,000 shares of Common Stock held as collateral to
pay part of a note owed to the Company by a predecessor company
to the consultant,(v)settled the payment of the Note,(vi)
provided for the retention by the consultant of the $1,496,871
in fees paid it during the term of the Agreement, and
<PAGE>
(vii)settled outstanding amounts owed to the Company by the
consultant. Pursuant to the Settlement Agreement, the Company
issued a warrant entitling the consultant to purchase up to
500,000 shares of Common Stock at $0.13 per share or a total of
$65,000. The warrant is valid for two years from the date of
issue.

NOTE 5 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:

In October 2003, the Board of Directors authorized an increase
to 150,000 in the number of shares of the Company's preferred
stock designated as Series B Preferred Stock. The Company is
conducting a Private Placement of its securities ("Units"). In
August 2003, the Company amended its then-existing agreement
(the "Broker-Dealer Agreement") with a registered broker dealer
and increased the Private Placement from 150 Units to 200 Units.
The Broker-Dealer Agreement was terminated in 2004. The Company
thereafter increased the Private Placement to a total of 250 and
then to 300 Units and is presently negotiating with another
broker dealer to assist the Company with the ongoing Private
Placement.

During the three months ended March 31, 2004, the Company sold
8,538 shares of its Series B Preferred Stock and 341,520
warrants. Net proceeds from sales of the Company's Series B
Preferred Stock totaled $217,485 during the three months ended
March 31, 2004.

The Series B Redeemable Convertible Preferred Stock has been
excluded from the computation of diluted earnings per share for
the period ended March 31, 2004, as the conversion would be
anti-dilutive after adding back preferred stock dividends to net
loss.

Note 6 - CONSULTING AGREEMENT

In January 2003, the Company entered into an agreement with a
consultant, whereby the consultant will provide the Company with
sales, marketing and general business consulting services. The
agreement expires in December 2004 and, as amended, requires
remuneration of $5,000 per month over the two-year period and
the issuance to such consultant of shares of Common Stock. In
February 2003, the consultant was issued 314,688 shares of the
Company's common stock and he will be issued an additional
50,000 shares of the Company's common stock.

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

This amendment is being filed to report changes to the company's
financial statements for the quarter ended March 31, 2004 to
reflect the accrual of preferred stock dividends for the quarter
ended March 31, 2004 which were inadvertently omitted in the
Company's original filing. The Company's financial statements at
March 31, 2004 now also reflect the effect of the reversal of
certain other accrued liabilities and the expensing of certain
selling, general and administrative expenses.

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

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

     Revenue Recognition. Revenue is recognized when goods are
shipped to customers from production facilities, the Company's
warehouse or outside warehouses. Goods shipped to customers on a
"consignment" or "guaranteed sale" basis are not booked as
revenue until payment for sale of such goods to third parties is
received by the Company.

     Inventory Reserves.   We previously established inventory
reserves to cover losses anticipated from inventory items
becoming either non-saleable or saleable only at greatly reduced
<PAGE>

"close-out" prices due to (i) obsolete inventory acquired at the
time of the acquisition of Contact Sports, or (2) inventory
associated with the discontinued retail business at Ty-Breakers.
Such inventories, in the aggregate amount of $94,137, were
written off at March 31, 2004, and an equivalent amount of
inventory reserve was similarly written off. Contact's future
business plan calls for it to build inventory primarily against
approved purchase orders and to maintain moderate amounts of
risk inventory for fill in orders on fast moving items. Such
risk inventory will be exclusively finished goods and, if
unsold, will generally be liquidated on a close out basis at the
end of each season. We believe that our reserves are adequate.

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

Contact is in the business of designing, manufacturing and
marketing a unique line of fashion-forward athletic and urban
apparel. Several collections of basketball athletic shorts and
jerseys have been designed and manufactured, in addition to a
collection of fashion-right quality T-Shirt designs and a
fashionable urban assortment of sweat suits, jackets and
outerwear. The entire line is moderately priced with high
perceived value for distribution to department and sport
specialty stores on both the regional and national levels. A
gym-to-street theme runs throughout the line. Management is
concentrating its efforts on the development and expansion of
Contact's business and brand.

The national launch of Contact's product line was accomplished
at the four-day MAGIC show held in Las Vegas in the third
quarter of 2003. The MAGIC show is the premier trade show held
by the fashion/apparel business and is attended annually by
thousands of retailers from across the United States and foreign
countries. The Company presented its line of apparel to many
retailers at the show. The Company recruited its current Vice-
President of Sales at the show. This individual, with over
twenty-five years of experience selling to the specialty and
department store accounts that are Contact's target customers,
was subsequently hired early in the first quarter of 2004 and is
using his influence and relationships to eliminate the corporate
barriers at the national and multi-store regional chains that
Contact has targeted as its potential customers.

Management believes that the national and regional chains will
<PAGE>

generate the greatest growth for the Company, and sales to such
customers will facilitate selling the smaller independently-
owned retail stores which are focused on buying brands with
national appeal.  Contact plans to hire qualified sales
representatives with reputations for success in the
athletic/urban markets to sell to these small independent
stores.

In-house Contact personnel continue to call on retailers to
solicit orders for Contact's products. Orders for Fall 2004 and
for Holiday 2004 (i.e. third and fourth quarters of 2004) will
be completed following Market Week in June. Some open-to-buys
for Fall and Holiday will remain until retailers see final
deliveries for back-to-school orders in July. As of the date of
this report, over $50,000 of sales has been booked for delivery
in the second half of 2004. Market Week in June is also the
preview period for the larger chains to get a view of Contact's
Spring 2005 line currently near completion.  Unlike their
Smaller retail counterparts who tend to buy closer to need, the
Larger chains allocate buying dollars further out from actual
deliveries.

The larger chain stores seldom take excessive inventory risks
with emerging branded product due to a variety of internal and
external economic factors and are generally not willing to
create' or breed brands by providing retail selling space for
national exposure in their stores. Notwithstanding the
foregoing, Contact has brought the quality, value and excitement
of its apparel line to the buyers of one particular national
department store chain and one sport specialty chain where
multiple high-level meetings have been held regarding Spring
2005 deliveries of Contact's product. Negotiations are ongoing
but no assurances can be made that such negotiations will result
in actual orders, nor can any assurances be given as to the size
of any orders or test orders.  Furthermore, while it is not
presently anticipated that Contact will have undue reliance upon
one or a few major customers, no assurance of this can be given
at this time.

Contact is and will continue to support its product launch with
advertising and marketing efforts targeted to the markets where
the retail stores carrying Contact's products are located and
will thereafter expand its advertising and marketing efforts on
a national basis. Contact has created and produced radio and
television ads, print and billboard advertisements and a
<PAGE>

marketing and public relations campaign to create demand at the
consumer level in the retail stores carrying Contact's products.

Additionally Contact has engaged the services of a "product
placement" consultant to attempt to get Contact's products
strategically placed in various TV shows, movies, sports events
and musical performances. Contact has created and produced radio
and television ads, print and billboard advertisements and a
marketing and public relations campaign to create demand at the
consumer level in the retail stores carrying Contact's products
Advertising in several national magazines directed specifically
at our target consumer have been booked in the first and second
quarters of 2004. While these national print advertisements are
designed to create demand at the consumer level and support
product deliveries, they also demonstrate the evolution of the
brand to retail buyers who are Contact's customers.

Additional advertising will be rolled out in third and fourth
quarters of 2004 in conjunction with product deliveries to
retailers. The Contact marketing plan is particularly directed
at positioning and establishing a "brand identity" for Contact.
The Company views the use of professional athletes and
Nationally-known recording artists as "Contact spokespersons" in
the print and video advertising campaign as crucial to this
branding effort. The comprehensive advertising campaign will
feature the Contact spokespersons in video, voice and print -
right down to the product hangtags. The marketing campaign is
intended to establish and reinforce the Contact Sports brand.
Commercials are planned to air on ESPN, ESPN2, BET, MTV and
popular local radio stations.

In 2003, Contact opened a showroom in New York City at the
Empire State Building. The Company views its New York City
showroom as important to its efforts to reach the buyers at
major retailers throughout the U.S. many of whom often visit New
York for various "market weeks". Contact has made presentations
at its showroom to several major retailers and several specific
appointments have been booked for June 2004 for Market Week.
Attendance at industry trade shows, street teams, tie-ins with
rap artists, fashion shows, direct mail, national print
advertising, promotional events, as well as video presentations
for major customers and a worldwide web presence, will
supplement Contact's marketing efforts. The Company plans to
expend a significant amount of its resources on the marketing

<PAGE>

effort for Contact's products and on a "brand awareness"
campaign.

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

Contact also participated in The Super Show held in Orlando in
January 2004 sponsored by the Sporting Goods Manufacturers
Association. The Super Show is the leading sports performance
and sports lifestyle apparel trade show in the U.S. with over
80,000 domestic and international buyers and 3,100 exhibitors
attending.  Contact made several key first-time presentations to
large sport specialty chains at this show with the assistance of
Jack A. Smith, former founder and CEO of The Sports Authority.
Mr. Smith is currently under a two-year consulting agreement
with Contact. More complete follow-up presentations were made
at the home offices of two of these sport specialty chains
following The Super Show. Contact plans to exhibit at the next
Super Show in January 2005.

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

Contact currently has one of its Asian suppliers making
outerwear samples using generic, non-Contact labeling for
presentation to the mid-tier mass market buyers. The Company is
seeking to take advantage of its overseas manufacturing
resources to sell private label product to retail stores, where,
depending on the customer, such sales represent between 20% and
30% of all products sold. Contact views this opportunity as a
possible secondary revenue stream that will not interfere with
the Contact brand. Any private label product sold will then be
manufactured in volume pursuant to specific purchase orders, and
management does not plan to maintain significant inventories.
Private label sales would be a growth vehicle that requires no
marketing or brand building with sales driven at the store level
by good quality and reasonable pricing.
<PAGE>

Contact has entered into a one-year Agreement with a company
specializing in factoring receivables. This Agreement commenced
in March 2004 and encompasses both USA sales and any foreign
sales made by Contact that Contact, in its sole discretion,
chooses to assign to the factor.

Contact has contracted with a major national warehouse
distribution company who will receive and store Contact's
inventory from its overseas vendors, pick, pack and ship orders
to Contact's customers and perform inventory reporting functions
for Contact on such orders. Management is focusing on the sales
and marketing of Contact's products.

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

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

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

shortage in the near future. Ty-Breakers believes it maintains a
good business relationship with Du Pont.

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

Under a Patent License Agreement executed by Ty-Breakers and Du
Pont in December 2000 Ty-Breakers granted Du Pont the exclusive
right to manufacture and sell the Kensel material and Du Pont
agreed to pay royalties to Ty-Breakers on all such sales. During
the first quarter of 2003 DuPont elected to discontinue
manufacturing and selling all Kensel fabrics. Ty-Breakers' final
royalty payments from DuPont were not material. Du Pont
presently produces all of the Tyvek material.

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


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

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

     On April 30, 2003, Journey of Light (Jersey), Ltd. ("JOL-
Jersey"), a corporation organized in the Channel Islands under
that Company's (Jersey) Law 1991,  signed a real estate
development contract ("the Contract") with the Government of
Qatar. On October 17, 2003, JOL-Jersey assigned all of its
Rights and obligations under the Contract to JOL. On November 1,
2003 JOL, JOL-Jersey and Alfa entered into an agreement (the
"Alfa-JOL Agreement") which superseded and replaced all prior
agreements between Alfa and JOL-Jersey. Under the terms of the

<PAGE>

Alfa-JOL Agreement: (i) JOL assumed JOL-Jersey's obligation to
Alfa that JOL-Jersey had incurred prior to November 1, 2003;
(ii) Alfa was issued 100,000 shares of JOL in exchange for
payment by Alfa of ten dollars ($10); and (iii) Alfa was granted
an option to acquire JOL.

JOL has substantially completed a Feasibility Study concerning
the project and anticipates delivering it to the Qatari
Government on or about June 2, 2004. The Contract specifies
that, upon the Government's approval of such Feasibility Study,
the Government of Qatar will reimburse JOL up to a maximum of
one million dollars ($1,000,000) for its costs incurred in
completing the Feasibility Study for the project. Thereafter,
JOL and the Government of Qatar will sign a Final Contract
within sixty (60) days of such approval of the Feasibility
Study. Under the terms of the Final Contract, if executed, JOL
expects to be granted a 99-year full-concession lease on
approximately 200 acres of prime waterfront real estate in the
capital city of Doha, Qatar. JOL had financed its operations
prior to January 2004 principally by means of cash advances from
Alfa. Pursuant to the Alfa-JOL Agreement, Alfa was issued
100,000 shares of JOL's Common Stock at a par value of $.0001
per share and granted the option (the "Merger Option") to
acquire JOL in an exchange-of-shares transaction. The Merger
Option specifies that Alfa, in its sole discretion, shall have
the absolute right to acquire and/or merge with JOL (the
"Merger"). The Merger may, in Alfa's sole discretion, be
structured as a merger of JOL with Alfa or through JOL's
becoming a subsidiary of Alfa. JOL and Alfa agreed that, in
the event that Alfa exercises the Merger Option, Alfa may, prior
to consummating the Merger and in Alfa's sole discretion, sell,
spin off or otherwise dispose of any operating subsidiary(ies)
which Alfa may then have. Alfa, therefore, may, if it chooses,
delay its decision to exercise the Merger Option until it is
assured that the feasibility study is approved and the Final
Contract is signed. If unexercised, the Merger Option will
expire on the ninety-first (91st) U. S. business day after the
Final Contract Date. The consummation of the Merger (should it
be proposed) would be subject to the approval of the Alfa
shareholders.


At March 31, 2004, the Company had an unpaid receivable of
$209,040 representing the remaining unpaid balance of loans to
JOL, which liability JOL intends to pay by December 31, 2004.
<PAGE>

Subsequent to March 31, 2004, JOL repaid an additional amount of
approximately $75,000.

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

Alfa and JOL agreed that, prior to the Merger (should it
occur),at Alfa's option, Alfa may spin off its Contact Sports
subsidiary to the present Alfa shareholders and in the Merger
therefore the JOL shareholders would exchange all of their
shares of JOL Common Stock for shares of Alfa's Common Stock
such that immediately after the Merger, the former JOL
shareholders would own at least ninety (90) percent of Alfa's
then-outstanding Common Stock, and the present Alfa shareholders
would own the remaining ten percent. The consummation of the
Merger (should it be proposed) would be subject to the approval
of the Alfa shareholders.

Alfa & Contact and Mr. Jack A. Smith, the founder and former
chief executive of The Sports Authority - one of the nation's
premier sports specialty retailers - entered into a two-year
consulting agreement (the "Smith Agreement") effective January
1, 2003 under which Mr. Smith, among other things, agreed to
provide Contact with management, business and marketing
consulting services. Alfa paid Mr. Smith 314,688 restricted
shares of common stock (and will issue him an additional 50,000
restricted shares of common stock )for his services and, as long
as the Smith Agreement remains in effect, Contact is obligated
to pay Mr. Smith $5,000 per month.

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







<PAGE>

RESULTS OF OPERATIONS:

THREE MONTHS ENDED MARCH 31,2004 vs.
THREE MONTHS ENDED MARCH 31,2003

Revenue in the first quarter of 2004 was $16,595, an increase of
$14,282 as compared to the same period in the previous year.
Most of the revenue increase occurred in Ty-Breakers. The sales
Order backlog at Contact as of the date hereof is approximately
$50,000. The cost of sales percentage for the first quarter of
2004, at 80%, was higher than what the Company believes it will
incur once it starts filling customers' sales orders. Contact's
normal pricing carries a gross profit percentage of
approximately 50%. Contact's inventory, while expected to
increase in line with sales growth, is not expected to be
significant since inventory will be manufactured and sold
pursuant to specific purchase orders. Significant inventories of
unsold products are not expected to be maintained by Contact.

Selling, general and administrative expenses were $291,969
during the first quarter of 2004, compared to $156,247 in the
first quarter of 2003. This increase of $135,722 (87%) was
primarily attributable to $133,398 higher expenses in Alfa and
Contact from: (1) higher professional and legal fees; (2)
increased salary and related fringe costs for the addition of a
senior sales executive; (3) higher depreciation; (4) an increase
in rent; and (5) a rise in travel and general administrative
charges. This increase in operating expenditures was partially
offset by a decrease in Contact's SG&A costs, principally from
lower sampling and promotional video expenses. Contact incurred
higher expenditures for advertising, commissions and show
expenses in the first quarter of 2004, which aggregate amount of
$69,057 was fully offset by reductions in marketing and
promotions expense and travel costs. Contact's marketing and
promotional expenditures, including future expenses associated
with the trade shows, are expected to continue to be quite
substantial as the Company continues to market Contact's product
line.

The Company experienced a net loss of $291,814 during the first
quarter of 2004 as compared to a net loss of $153,614 during the
same period in the previous fiscal year. This $138,200 (90%)
increase in the Company's loss is attributable to the above-
mentioned increases in operating costs. The Company is
experiencing continued losses due to its insufficient level of
<PAGE>

sales.

The Company will need to further increase sales in order to
attain profitability. Management continues to believe that
Contact's marketing, promotional, advertising and trade show
expenditures will depress earnings in the second and third
quarters of 2004 but that a profitable level of sales may be
attained before the end of fiscal year 2004 as a result of those
marketing efforts. However, there can be no assurance that
profitable operations will be attained during the fourth quarter
of 2004.


LIQUIDITY AND CAPITAL RESOURCES:

The Company has experienced negative cash flows during the past
three fiscal years. The Company's net losses were $706,801 and
$789,511 in fiscal 2003 and 2002, respectively. The Company's
net loss for the three months ended March 31, 2004 was $291,814.
During the three months ended March 31, 2004, the Company had a
negative cash flow of $55,761, the net result of: (1) $441,152
in funds used by operating activities; (2) $167,821 in funds
provided by investing activities; and (3) $217,570 in funds
provided from financing activities. During the three months
ended March 31, 2003, the Company had a positive cash flow of
$109,256. The unfavorable $165,017 swing in the Company's cash
flow results from the first quarter of 2003 to the comparable
period this year is essentially from $104,930 in lower proceeds
from the sale of its preferred stock and $274,409 additional
funds used by operating activities, less a favorable effect of
$214,322 in funds provided from investing activities.

At March 31, 2004, the Company had working capital of $446,071,
compared to working capital of $533,466 at December 31, 2003.
The $87,395 (16%) reduction in working capital was primarily
attributable to the reduction in loans due from an affiliated
party.

The $441,152 in funds used by operating activities in the first
quarter of fiscal 2004 resulted from the net loss of $291,814,
increases in advances and prepaid expenses and a reduction in
accrued liabilities.

Funds provided by investing activities in the first quarter of

<PAGE>

fiscal 2004 were $167,821, the net effect of loan repayments
from an affiliated party, partially offset by capital spending.

Funds totaling $217,570 were provided by financing activities
during the first quarter of fiscal 2004, from net proceeds
realized from the sale of preferred stock.

As a result of the foregoing, the Company's cash balance at
March 31, 2004 was $135,904, a decrease of $55,761 from December
31, 2003.

The Company will rely principally upon the business of its
Contact Sports subsidiary for revenue growth. A comprehensive
marketing, advertising, public relations and promotional
campaign is planned in 2004, concurrent with the delivery of
Contact's products to various retail stores. The continuation of
These marketing efforts is contingent upon the continued receipt
by Alfa of the necessary financing to fund Contact's marketing
plan.

Management expects that the balance of its loan due from JOL
Will be paid in full during fiscal 2004. Without this loan
repayment, as well as the receipt of additional funding, and
without the Company's ability to substantially increase sales in
its Contact Sports subsidiary, the launch and implementation of
its marketing and advertising campaign will have to be scaled
down, postponed or cancelled, any of which events would
significantly affect its ability to continue operations.

The Company has to a great extent relied on the net proceeds
From private placements of its equity securities to fund its
operations. As of March 31, 2004, the Company had sold 207.83
units for $20,000 per unit, representing 103,913 shares of its
Series B Preferred Stock and 4,156,500 warrants. During the
three months ended March 31, 2004, the Company sold an
additional 8,538 shares of its Series B Preferred Stock and
341,520 warrants. Net proceeds from sales of the Company's
Series B Preferred Stock totaled $217,570 during the three
months ended March 31, 2004 and $2,099,207 since inception. As
discussed above, subject to Alfa's ability to obtain the
necessary funding to finance operations, management believes
that Contact is positioned to significantly increase its sales
during fiscal 2004. However, the Company can give no assurance
that it will attain this level of sales in this timetable, or
when it will attain profitable operations.
<PAGE>

ITEM  3   -    Controls and Procedures

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

There have been no significant changes in the Company's internal
Controls or other factors which could significantly affect
internal controls subsequent to the date of the evaluation.

                    PART II   -   OTHER INFORMATION

ITEM 6.    Exhibits and Reports on Form 8-K

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

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

99.1             Sarbannes-Oxley certification           E-1

99.2             Sarbannes-Oxley certification           E-3



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

On May 20, 2004, the Registrant filed a Form 8-K Report
notifying the Securities and Exchange Commission regarding a
change in its independent accountants, and, in that filing, the
Registrant also notified the Commission that it had engaged a
new independent accounting firm.  The Registrant's change in
independent accountants was the result of its former independent
<PAGE>

accounting firm's having reached the decision, as a firm, to
discontinue auditing publicly-held companies.  For the two most
recent fiscal years ended December 31, 2002 and December 31,
2003, and for all periods prior or subsequent to December 31,
2003, the Registrant had no disagreements with its former
independent accountants regarding any matter of accounting
principles or practices, financial disclosure or auditing scope
or procedure.



<PAGE>

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

I, Frank J. Drohan, certify that:

1. I have reviewed this quarterly report for the period ended
March 31, 2004 on Form 10-QSB/A of Alfa International Corp.;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly, fairly
present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of,
and for, the periods presented in this quarterly report;

4.  I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the Registrant and I have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared; and

b) evaluated the effectiveness of the Registrant's disclosure
<PAGE>

controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date");
and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.

5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's
board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors 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 quarterly report whether or not
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: May 21, 2004

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

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





<PAGE>



CERTIFICATION PURSUANT TO:

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



In connection with the Quarterly Report of Alfa International
Corp. on Form 10-QSB/A for the period ending March 31, 2004
(the "Report"), as filed with the Securities and Exchange
Commission on the date hereof, the undersigned certifies,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


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


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



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


May 21, 2004


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

                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
<PAGE>
<PAGE>

1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


DATED: August 23, 2004          ALFA INTERNATIONAL CORP.
                                  (Registrant)


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