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


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


For the Quarterly Period Ended: September 30, 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 November 11, 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
        SEPTEMBER 30, 2002

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

        NINE MONTHS ENDED SEPTEMBER 30, 2001
        NINE MONTHS ENDED SEPTEMBER 30, 2002

        STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
        NINE MONTHS ENDED SEPTEMBER 30, 2002

        STATEMENTS OF CASH FLOWS
        NINE MONTHS ENDED SEPTEMBER 30, 2001
        NINE MONTHS ENDED SEPTEMBER 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 6:    EXHIBITS AND REPORTS ON FORM 8-K



                            (2)


<PAGE>
<TABLE>
             ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                      September 30,     December 31,
                                        2002               2001
        ASSETS                        ---------         ------------
                                     (Unaudited)           Note 1
<S>                                 <C>               <C>
CURRENT ASSETS:
Cash and equivalents                  $ 175,537         $  28,486
Accounts receivable                         227               -
Inventory                                 8,588            75,153
Prepaid promotional costs                47,623               -
Prepaid expenses                         10,508            20,637
                                       --------          --------
        Total Current Assets            242,483           124,276
                                       --------          --------
PROPERTY AND EQUIPMENT:
  Office & Computer Equipment            49,770            49,445
  General Plant                           8,843            22,598
  Furniture & Fixtures                    5,006             5,006
                                       --------          --------
                                         63,619            77,049
  Less:  Accumulated depreciation       (51,807)          (64,062)
                                       --------          --------
                                         11,812            12,987
                                       --------          --------
OTHER ASSETS:
Note Receivable                          63,588            66,625
Other assets                                -                 789
                                       --------          --------
                                         63,588            67,414
                                       --------          --------
Total Assets                          $ 317,883       $   204,677
                                       --------          --------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                      $  37,981          $ 10,081
8% Note payable                              -             14,200
Accrued payroll                         126,410                -
Accrued expenses and other current
    liabilities                          51,819             3,814
Dividends payable                         4,529                -
                                       ---------         --------
        Total Current Liabilities       220,739            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 - 19,562.5 shares at
September 30, 2002                         196                 -
Capital in excess of par value        6,262,629         5,879,923
Retained earnings (deficit)          (6,270,568)       (5,803,728)
                                      ---------         -----------
Total Stockholders' Equity           97,144           176,582
                                  ----------        ------------
  Total Liabilities & Equity        $  317,883      $    204,677
                                     ---------         -----------

</TABLE>
                                             (3)

<PAGE>
<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                       ------------------------------------------
                                     (UNAUDITED)
<CAPTION>
                                      THREE MONTHS ENDED               NINE MONTHS ENDED
                                        September 30,                     September 30,
                                      ----------------------      ----------------------
                                          2002          2001          2002          2001
                                          ----          ----          ----          ----
<S>                                 <C>           <C>           <C>           <C>
REVENUES:
Net sales                            $    3,365    $    7,012    $   50,699    $   19,435
Royalty Income                               -             -            586        10,000
                                      ---------     ---------     ---------     ---------
                                          3,365         7,012        51,285        29,435
                                      ---------     ---------     ---------     ---------
COSTS AND EXPENSES:
Cost of sales                             9,433         4,700        71,827        11,082
Selling, general and administrative     143,012        88,462       451,652       247,905
Interest Income                          (1,598)       (2,719)       (4,633)      (13,094)
Gain on sale of equipment                    -             -         (5,250)           -
                                      ---------     ---------     ---------     ---------
                                        150,847        90,443       513,596       245,893
                                      ---------     ---------     ---------     ---------

NET LOSS                             $ (147,482)   $  (83,431)   $ (462,311)   $ (216,458)
                                      ---------     ---------     ---------     ---------

PREFERRED STOCK DIVIDENDS            $    3,329    $     -       $    4,529    $     -

                                     ----------    ----------    ----------    -----------

LOSS APPLICABLE TO
COMMON STOCKHOLDERS                  $ (150,811)   $  (83,431)   $ (466,840)   $ (216,458)
                                       ---------    ----------    -----------   ----------
-


WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                 10,488,688     9,057,126    10,345,281     8,986,505


NET LOSS PER COMMON SHARE           $  (.01)       $  (.01)      $  (.05)      $  (.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
for services                            450,000      4,500         5,500

Issuance of
preferred stock,
net of expenses    19,562.5   196          -           -         377,206           -

Preferred stock
dividends            -         -           -           -             -          (4,529)

Net loss             -         -           -           -             -        (462,311)
                   --------  ------  ----------- ----------  -----------   -----------
Balances At
Sept. 30, 2002     19,562.5  $196    10,488,688  $ 104,887   $ 6,262,629   $(6,270,568)
                   --------  ------  ----------- ----------  ------------  ------------

</TABLE>
                                             (5)

<PAGE>

<TABLE>
                        ALFA INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                        ----------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                        Nine Months Ended
                                                          September 30,
                                                        ----------------
                                                       2002          2001
                                                       ----          ----
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                         $ (462,311)   $ (216,458)
  Adjustments to reconcile net loss to net
  cash flows from operating activities:
   Depreciation and amortization                        1,500         3,375
   Issuance of Common Stock for services rendered          -         12,000
   Gain on sale of equipment                           (5,250)           -
   Inventory reserve                                   19,946            -
   Consulting services for common stock                10,000            -
   Changes in operating assets and liabilities:
    Accounts receivable                                  (227)          432
    Inventories                                        46,619        (1,113)
    Prepaid promotional costs                         (47,623)           -
    Prepaid expenses                                   10,129       (32,520)
    Accrued interest receivable                            -         (4,255)
    Accounts payable                                   27,900         7,685
    Other assets                                        3,826            -
    Accrued expenses                                  174,415         1,632
    Dividends payable                                   4,529            -
                                                    ---------     ---------
      Net cash flows from operating activities       (216,547)     (229,222)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cost of net assets of acquired business                  -        (26,000)
  Acquisitions of property and equipment                 (325)       (5,456)
  Proceeds from sale of equipment                       5,250            -
  Investment in Medical Freedom Corp.                      -        (81,125)
                                                     ---------     ---------
      Net cash flows from investing activities          4,925      (112,581)


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                  -          40,750
  Proceeds from issuance of preferred stock, net      377,402           -
  Payments on note payable                            (14,200)          -
  Preferred stock dividends                            (4,529)          -
  Note receivable                                          -        (27,625)
                                                    ---------     ---------
      Net cash flows from financing activities        358,673        13,125

NET CHANGE IN CASH AND EQUIVALENTS                    147,051      (328,678)
                                                    ---------     ---------

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

CASH AND EQUIVALENTS, END OF PERIOD                 $ 175,537     $ 198,388
                                                    =========     =========

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (refunded)                            1,484          -
                                                    ---------     ---------
Interest paid                                             372          -
                                                    ---------     ---------
Due from affiliate exchanged for
Investment                                               -        $  18,875
                                                    ---------     ---------
Due from Placement Agent exchanged for
Note Receivable                                          -        $  37,500
                                                    ---------     ----------



Non-cash investing activities:
  Acquisition of business:
     Fair value of assets acquired                  $   -         $ 115,000
     Stock issued to sellers                        $   -         $ (39,000)
     Note payable to sellers                        $   -         $ (50,000)
                                                     ----------   ----------
Net cash payment                                    $   -         $  26,000
                                                    ===========   ==========






</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 - 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 will provide advice relating to
future acquisitions, marketing and promotional activities,
securing licensees for future Contact Sports product lines,
obtaining debt financing and raising capital. The Company will
pay 10% of the royalties it earns under such license agreements,
if any, arranged by the consultant and will pay a fee to the

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

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 Consulting Agreement is terminable by either
party by giving 30 days notice in writing.

The Consulting Agreement is with an entity whose principals are
also the principals of a company with whom Alfa has a note
receivable (the "Note") for $63,588 at September 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
September 30, 2002, a total of $9,972 has been applied to the
balance of accrued interest on the Note and a total of $3,037 has
been applied to the principal balance of the Note. As of the date
hereof, a total of $10,677 has been applied to the balance of
accrued interest on the Note and a total of $47,331 has been
applied to the principal balance of the Note. The principal
balance of the Note as of the date hereof is $19,293.


NOTE 4 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:

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

Dividends on the Series B Preferred Stock accrue at a rate of
5.0% per annum and are payable upon the "Conversion Date" or
"Redemption Date", whichever is sooner. The Company may, in its
discretion, elect to pay such accrued dividends at an earlier
date. Each Series B share is convertible at the option of the
holder, at any time, at a rate of 40 shares of common stock for
one Series B share. Accrued dividends shall, at the Company's
option, be paid in cash or in shares of common stock valued at
$1.00 per share.

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

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

two years from the date of purchase and may be exercised to
purchase one share of common stock at $0.75.

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 the parent company of the broker dealer
will receive 250,000 shares of the Company's common stock.

As of September 30, 2002, the Company sold 39.125 units for
$20,000 per unit representing 19,562.5 shares of its Series B
Preferred Stock and 782,500 warrants. Net proceeds from the sales
totaled $387,230.

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 September 30, 2002 as the conversion would be
antidilutive after adding back preferred stock dividends to net
loss.

NOTE 5 - 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.







                            (9)









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

The balance sheet for the Company at the end of 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
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 nine 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.


                            (10)
<PAGE>

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
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 engaged 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. Three nationally
recognized recording and rap artists - Prodigy from Mobb Deep,
Black Rob and Kay Slay; and four professional basketball players
currently in the NBA - Erick Dampier, starting center for the
Golden State Warriors; Felipe Lopez, point guard for the
Minnesota Timberwolves; Tierre Brown, point guard for the Houston
Rockets; and Erick Barkley, point guard for the San Antonio Spurs
- are prominently featured in this campaign. These artists and
athletes have agreed to appear in Contact's advertising campaigns
and to act as spokespersons for Contact. The film and audio for
the campaign was shot in October 2002 and post-production is
scheduled for completion in late November. The campaign
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

                            (11)
<PAGE>

intended to establish and reinforce the Contact Sports brand and
will be rolled out in conjunction with sales to major retail
accounts.

The television advertisements created by Deerfield will also be
aired in Ukraine and several of the states of the former Soviet
Union in conjunction with the televising of the local
professional team's games. In addition to the expected sale of
products to several NEBL teams and to the teams of the Ukranian
League, 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
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, association 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.

The Company presently retains three sales representatives who, in
addition to management, will sell Contact's products to retail
stores nationwide. They 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 November 2002.

Contact expects to begin taking orders for its spring collection
in the fourth quarter of 2002 for delivery to retail stores in
the first and second quarters of 2003. Plans call for
coordination of the aforementioned advertising and marketing
efforts in and around the retail stores carrying Contact's line.

                              (12)

<PAGE>

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

Contact intends to recruit an in house National Sales Manager as
well as 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.

                            (13)
<PAGE>

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 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. 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 Journey
of Light, Ltd., a British corporation organized under the laws of
Jersey, Channel Islands ("JOL"). JOL plans to conduct operations
in the country of Qatar. On August 2, 2002, Alfa and JOL entered
into a contract whereby Alfa acquired the option, but not the
obligation, to acquire JOL as a wholly owned subsidiary.
Management of JOL is presently in Qatar finalizing contract
negotiations with the Government of Qatar. The proposed contract
between JOL and the Government of Qatar (the "Contract")
contemplates, among other things, authorizing JOL to conduct a
feasibility study for its proposed $300 million dollar plus real
estate development project (the "Project") in Doha, Qatar. Should
the parties conclude the Contract as presently structured, the
Government of Qatar will, among other things,(1) pay JOL $250,000

                             (14)
<PAGE>
toward the cost of such feasibility study and (2) subject only to
the feasibility study demonstrating that the Project is both
structurally and economically feasible, provide JOL with a
suitable "Development Site" for its Project. The Development Site
to be provided is a parcel of land adjacent to the Arabian Gulf
in the city of Doha approximately 170 acres in size. The
Development Site has not yet been appraised by JOL, but its value
is clearly significant. The proposed Contract calls for the
Development Site to be leased to JOL for 99 years at an annual
rental rate of $10,000 per year. The Project, which will be owned
and operated by JOL, is presently expected to include eight
office and exhibition towers, two five star hotels, conference
facilities, entertainment and shopping areas, a theme park and
residential units. As of the date hereof, JOL and the Government
of Qatar are still in negotiations regarding the Contract and the
Project. The Contract has not yet been signed and no assurance
can be given at this time that the Contract will be signed, or if
signed, that it will not be materially different then the
proposed Contract described above. Alfa, at its option, may
acquire all or part of JOL. Any acquisition of JOL as a wholly
owned subsidiary of Alfa 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, corporate finance advice and merger and
acquisition 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. The consultant also
introduced Alfa to a well known former chief-executive of a major
U.S. retail chain with whom Alfa is presently negotiating an
advisory agreement on behalf of Contact.

Alfa and another consultant entered into a five-month consulting
agreement effective October 29, 2002 under which the consultant,
among other things, agreed to provide the Company with
management, business and marketing consulting services, and
assistance in raising debt and equity capital, and merger and
aquisition advice. The consultant was paid 300,000 shares(market
value of $45,000) of Common Stock for its services.

                            (15)
<PAGE>
Alfa intends to concentrate its efforts on (1) building its
Contact subsidiary's business and brand 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. The Company plans to move Alfa, Ty-Breakers and Contact
to office space in New York City during 2003.

RESULTS OF OPERATIONS:

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

The Company experienced a decrease in revenue of $3,647 (52%) for
the third quarter of 2002 as compared to the same period in the
previous year. This revenue decrease resulted from a lack of any
significant sales at Contact along with a decrease in Ty-
Breakers'
sales as compared to the third quarter of 2001. As expected Ty-
Breakers continued to experience a slowdown in its Custom
Business as the Company concentrated on the promotion and
marketing efforts associated with the launch of its Contact
Sports products. The cost of sales percentage for the third
quarter of 2002 was 280% as a direct result of the increase of
$10,522 in the inventory reserve at Ty-Breakers. Ty-Breakers'
slow moving inventories of finished goods and raw material are
now fully reserved - in line with management's decision to focus
less on Ty-Breakers. Future sales of existing inventory at Ty-
Breakers, while not expected to be consistent, will carry a
substantial gross profit margin due to the existence of the
inventory reserves. In all likelihood however, these reserves
will have no affect on the gross margin on future sales in Ty-
Breakers ongoing Custom Business. The aforementioned cost of
sales
percentage is not reflective of Contact's normal pricing which
carries a gross profit margin of approximately 50%. Going
forward, moreover, Contact's inventory, while expected to
increase in line with sales growth - which will be driven by its
marketing efforts - is not expected to be significant since
inventory will primarily 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
$54,550 (62%) during the third quarter of 2002 compared to the
third quarter of 2001. This increase is entirely attributable to
the substantial promotional and marketing expenses incurred
                            (16)
<PAGE>
during the quarter by Contact, primarily for marketing
materials.  Contact's marketing and promotional expenditures are
expected to continue to be quite substantial as the Company
begins the launch of Contact's product line.

The Company experienced a net loss of $147,482 during the third
quarter of 2002 as compared to a net loss of $83,431 during the
same period in the previous fiscal year. This $64,051 increase
(77%) in the Company's loss is attributable to the increased
expenses for promotional, marketing and performers' fees as
mentioned above. The continued losses for the Company are
attributable to the Company's insufficient level of sales.

The Company will need to substantially increase sales in order to
attain profitability. Management believes that Contact's ongoing
and planned marketing and promotional expenditures - which are
expected to continue to be significant - will depress earnings in
2002 but that a positive impact on 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 will be necessary to allow the Company to
implement its marketing plan for Contact.


NINE MONTHS ENDED SEPTEMBER 30,2002 vs.
NINE MONTHS ENDED SEPTEMBER 30,2001

The Company experienced an increase in revenue of $21,850(74%)for
the first nine months of 2002 as compared to the same period in
the previous year. This revenue increase resulted from an
increase (primarily at Contact) in net sales of $31,264 during
the nine-month period offset by a decrease in royalty income of
$9,414 during the same period. Royalty income from Ty-Breakers'
Patent License Agreement with DuPont is not expected to be
significant in the future. The cost of sales percentage for the
first nine months of 2002 was 142%. This cost of sales percentage
in the first nine months of 2002 is primarily 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 $19,946 in inventory
reserves during the first nine months of 2002. Ty-Breakers' slow
moving inventories of finished goods and raw material are now
fully reserved - in line with management's decision to focus less
on Ty-Breakers. Future sales of existing inventory at Ty-
Breakers, while not expected to be consistent, will carry a
substantial gross profit margin due to the existence of the
inventory reserves. In all likelihood however, these reserves

                            (17)




<PAGE>
will have no affect on the gross margin on future sales in Ty-
Breakers ongoing Custom Business. 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 margin of approximately 50%. Going forward, moreover,
Contact's inventory while expected to increase in line with sales
growth - which will be driven by its marketing efforts - is not
expected to be significant since inventory will primarily 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 and the increases in the inventory reserves during the
nine month period, net of increases in sample inventory of new
products, caused inventory to decrease by $66,565 during the
first nine months of 2002 compared to the fiscal year end 2001
level.

Selling, general and administrative expenses increased by
$203,747 (82%) during the first nine months of 2002 compared to
the same period in the previous fiscal year. This increase is
attributable to the substantial promotional, advertising and
marketing expenses incurred by Contact during the nine month
period (especially for the Contact Sports NBA All-Star Weekend
party at Philadelphia in February, the sponsorship of the Global
Games in Dallas in July, the sponsorship of the BC Kiev team in
Ukraine and the television, radio and CD commercial productions
(and associated fees for athletes and performers)in September,
October and November). Contact's marketing and promotional
expenditures are expected to continue to be quite substantial as
the Company begins the launch of Contact's product line.

The Company experienced a net loss of $462,311 for the first nine
months of 2002 as compared to a net loss of $216,458 during the
same period in the previous fiscal year. This increase of
$245,853 (114%) is attributable to the increased marketing,
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 substantially 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 positive impact on 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 will be necessary to allow the Company to fully
implement its marketing plan for Contact. Full implementation of
Contact's marketing plan is the pre-requisite for the Company's
attaining a profitable level of sales in 2003.


                            (18)
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------
The Company experienced negative cash flows from operations
during the first nine months of 2002 primarily due to its
operating loss. At September 30, 2002 the Company had a working
capital deficit of $81,051 as compared to working capital of
$96,181 at December 31, 2001. This decrease of $177,232 is
attributable to the Company's loss during the period offset by
proceeds of the private placement. The Company paid its 8% note
payable during the period but accounts payable, accrued expenses,
accrued payroll and dividends payable increased by a total of
$261,926 during the first nine months of 2002 compared to the
2001 fiscal year end levels. Other than $65,000 of accrued
expenses and the $4,529 dividends payable, these items are
expected to be paid with the proceeds of the Private Placement.
As of the date hereof, the accounts payable amount of $37,981 at
September 30, 2002, is reduced to $6,725.

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
comprehensive marketing, advertising, public relations,
promotional and sales campaign for Contact is scheduled to be
launched in the fourth quarter of 2002. The launch and
implementation of this campaign is contingent upon the receipt by
the Company of the necessary proceeds from the Private Placement.
Absent the receipt of such proceeds the launch and implementation
of this campaign will have to be scaled down, postponed or
cancelled. While no assurances can be given at this time,
management believes that, subject only to receipt of the
necessary funding, the planned 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

                            (19)
<PAGE>

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
or failure of Contact's efforts to employ additional executive
and sales personnel; the success or failure of Contact's planned
sales, marketing, public relations and promotional campaigns;
Contact's success in securing additional agreements with major
professional athletes and recording artists to act as
spokespersons for Contact and appear in its advertising
campaigns; the acceptance in the marketplace of Contact's product
line; the success of Contact's various other marketing
initiatives; the success of JOL's efforts to sign the Contract
with the Government of Qatar; the success of JOL's efforts to
develop a suitable feasibility study for its Project in Qatar;
Alfa's possible subsequent acquisition of JOL; the growth of the
market for the Company's products; or the ability of Ty-Breakers
to continue to secure custom orders.





              PART II   -   OTHER INFORMATION




ITEM 2.      Changes In Securities

 (b)         Note 4 to the financial statements contained herein
             and Exhibit 4 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
             is incorporated herein by reference (Exhibit 10).
             Any acquisition of JOL by Alfa will be subject to
             the approval of the Alfa shareholders.


                            (20)

<PAGE>




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                    **

10.         Letter agreement regarding the potential
            acquisition of JOL by Alfa                  **


-------------

*          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.

**         Previously filed as an exhibit to the Company's
           Report on Form 10-QSB for the period ended June
           30, 2002 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:  November 12, 2002           ALFA INTERNATIONAL CORP.
                                     (Registrant)




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


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