UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

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

                     For the quarter ended December 31, 2002

                                       OR

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

    For the transition period from _____________ to _____________ Commission

                              file number 333-40738

                              SPEAR & JACKSON, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)



               Nevada                                     91-2037081
       ---------------------                            ---------------
    (State of other jurisdiction                     (I.R.S. Employer
  of incorporation or organization)                Identification Number)

    2200 Corporate Boulevard, Suite 314
       Boca Raton, Florida                                33431
 --------------------------------------                  --------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: 561-999-9011


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

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.001 per share

Indicate by checkmark 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 report(s)), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X No

Registrant had 12,011,122 shares of Common Stock, $.001 par value per share
outstanding as of January 31, 2003.





<PAGE>


                             Spear & Jackson, Inc.



                                      INDEX

PART I.  FINANCIAL INFORMATION

                                                              Page Number
Item 1. Financial Statements (Unaudited)

  Consolidated Balance Sheet - December 31, 2002                   3

  Consolidated Statements of Operations - Three Months
   Ended December 31, 2002, and 2001.                              4

  Consolidated Statements of Comprehensive Income (Loss)-
   Three Months Ended December 31, 2002, and 2001.                 5

  Consolidated Statements of Cash Flows - Three Months
   Ended December 31, 2002, and 2001.                              6

  Notes to Consolidated Financial Statements                       7 - 8

Item 2. Management's Discussion and Analysis or Plan of Operation  9 - 17

Item 3. Controls and Procedures                                    17

PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings                                        18

  Item 2. Changes in Securities and Use of Proceeds                18

  Item 3. Defaults Upon Senior Securities                          18

  Item 4. Submission of Matters to a Vote of Security Holders      18

  Item 5. Other Information                                        18

  Item 6. Exhibits and Reports on Form 8-K                         18


SIGNATURES                                                         18

CERTIFICATION PURSUANT TO SECTION 302 OF
 SARBANES OXLEY ACT OF 2002                                        20 - 21


                                       2
<PAGE>


                              SPEAR & JACKSON, INC.

                           CONSOLIDATED BALANCE SHEET

                              AT DECEMBER 31, 2002

                                   (Unaudited)

                                 (In thousands)
                                     ASSETS
Current assets:
 Cash and cash equivalents                                $  8,116
 Trade receivables, net                                     16,617
 Inventories                                                22,754
 Other current assets                                        1,128
                                                           --------
Total current assets                                        48,615

Property, plant and equipment, net                          19,025
Pension assets                                              16,337
Investments                                                    143
                                                           --------
                                                          $ 84,120
                                                           ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Notes payable                                            $     47
 Short term debt                                                60
 Trade accounts payable                                     11,774
 Accrued expenses and other liabilities                     12,773
 Director's loan payable                                       100
 Foreign taxes payable                                          71
                                                           --------
Total current liabilities                                   24,825

Other liabilities                                              942
Deferred income taxes                                        1,115
                                                           --------
Total liabilities                                           26,882
                                                           --------
Stockholders' equity:
 Common stock                                                   12
 Additional paid in capital                                 50,455
 Accumulated other comprehensive loss
  Foreign currency translation adjustment                    4,995
Retained earnings                                            1,776
                                                           --------
                                                            57,238
                                                           --------
Total liabilities and stockholders' equity                $ 84,120
                                                           ========


   The accompanying notes are an integral part of these financial statements.
                                       3
<PAGE>


                              SPEAR & JACKSON, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                 (In thousands)

                                             For the Three Months Months Ended
                                                       December 31,
                                             --------------------------------
                                               2002               2001
                                             ----------       -----------
Net sales                                 $    23,331       $     21,218

Cost of goods sold                             15,476             14,886
                                             ---------        -----------
Gross profit                                    7,855              6,332

Operating costs and expenses:
Selling, general and
 administrative expenses                        6,264              6,637
                                             ---------        -----------
Operating income (loss)                         1,591               (305)
                                             ---------        -----------
Other income (expense)
Royalties (net)                                    12                  -
Rental income                                      33                 30
Interest and bank charges (net)                   (39)               (88)
                                             ---------        -----------
                                                    6                (58)
                                             ---------        -----------
Income (loss) before income taxes               1,597               (363)

Provision for income taxes                       (386)                58
                                             ---------        -----------
Net income (loss)                         $     1,211       $       (305)
                                             =========        ===========

Basic and diluted profit (loss)
 per share                                $      0.10       $      (0.01)
                                             =========        ===========

Weighted average shares outstanding        12,011,122          3,543,281
                                           ==========         ===========


   The accompanying notes are an integral part of these financial statements.
                                       4
<PAGE>






                              SPEAR & JACKSON, INC.

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                   (Unaudited)

                                 (In thousands)

                                             For the Three Months Months Ended
                                                       December 31,
                                             --------------------------------
                                               2002               2001
                                             ----------       -----------
Net income (loss)                         $    1,211        $       (305)

Other comprehensive income (loss)

 Foreign currency translation
  adjustments                                  1,939                (830)
                                           ----------        ------------
Total comprehensive income (loss)         $    3,150        $     (1,135)
                                           ==========        =============






    The accompanying notes are an integral part of these financial statements
                                       5



<PAGE>



                              SPEAR & JACKSON, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (In thousands)


                                             For the Three Months Months Ended
                                                       December 31,
                                             --------------------------------
                                               2002               2001
                                             ----------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                        $    1,211        $       (305)
Adjustments to reconcile net income
 (loss) to net cash provided by
 (used in) operating activities:
 Depreciation                                    700                 721
 Deferred income taxes                           411                (202)
Changes in operating assets and
 liabilities, excluding the effects
 of acquisitions and dispositions:
 Decrease  in trade receivables                1,612               1,327
 (Increase) in inventories                    (2,150)             (1,630)
 Decrease in other current assets                193                 448
 Increase in other non-current assets           (825)               (743)
 Increase in trade accounts payable            3,077               2,524
 (Decrease) increase in accrued expenses
 and other liabilities                        (1,185)               (827)
 Increase in foreign taxes payable                31                 128
 Decrease in other liabilities                   (48)                (36)
                                           ----------        ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES      3,027               1,405
                                           ----------        ------------
INVESTING ACTIVITIES:
Purchases of property, plant
 and equipment                                  (183)               (154)
                                           ----------        ------------
NET CASH USED IN INVESTING ACTIVITIES           (183)               (154)
                                           ----------        ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt                       (2)                 (3)
(Repayment of) increase in overdraft          (1,253)                279
Shares issued                                      3                 -
                                           ----------        ------------
NET CASH (USED IN) PROVIDED BY
 FINANCING ACTIVITIES                         (1,252)                276
                                           ----------        ------------
Effect of exchange rate changes on
 cash and cash equivalents                        38                 (48)
                                           ----------        ------------
CHANGE IN CASH AND CASH EQUIVALENTS            1,630               1,479

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                           6,486               2,710
                                           ----------        ------------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                            $    8,116        $      4,189
                                           ==========        =============

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest                    $     -           $         79
                                           ==========        =============
Cash paid for taxes                       $      (56)       $         16
                                           ==========        =============


      The accompanying are an integral part of these financial statements.
                                       6
<PAGE>

                              SPEAR & JACKSON, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Basis of Presentation

              These consolidated financial statements are expressed in U.S.
dollars and have been prepared in accordance with accounting principles
generally accepted in the United States. The consolidated financial statements
include the accounts of Spear & Jackson Inc. (the Company) and its wholly owned
subsidiaries, Mega Tools Ltd., Mega Tools USA, Inc., Megapro Tools Inc., S & J
Acquisition Corp., Inc., Spear & Jackson plc and Bowers Group plc. Both Spear &
Jackson plc and Bowers Group plc are sub-holding companies and their business is
carried out by the following directly and indirectly owned subsidiaries: Bowers
Metrology Limited., Bowers Metrology UK Limited, Coventry Gauge Limited, CV
Instruments Limited, Eclipse Magnetics Limited, Spear & Jackson (New Zealand)
Limited, James Neill Canada Inc., James Neill Holdings Limited, James Neill
U.S.A., Inc., Spear & Jackson (Australia) Pty Ltd., Magnacut Limited, Neill
Tools Limited, Spear & Jackson Garden Products Limited, Spear & Jackson Holdings
Limited, Spear & Jackson France S.A. and Societe Neill France S.A

All significant intercompany accounts and transactions have been eliminated on
consolidation.

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
statements pursuant to both the rules and regulations of the Securities and
Exchange Commission and with instructions to Form 10-QSB. Accordingly, certain
information and footnote disclosures required for annual financial statements
have been condensed or omitted. The Company believes that the disclosures are
adequate to make the information presented not misleading.

In the opinion of the Company's management, all adjustments necessary to present
fairly the Company's financial position as of December 31, 2002, and the results
of operations for the three-month periods ended December 31, 2002 and 2001 and
cash flows for the periods ended December 31, 2002 and 2001 have been included.

The consolidated financial statements of Spear & Jackson, Inc. are denominated
in US dollars. Changes in exchange rates between UK sterling, the Euro, the New
Zealand dollar, the Australian dollar and the US dollar will affect the
translation of the UK, French, New Zealand and Australian  subsidiaries'
financial results into US dollars for the purposes of reporting the consolidated
financial results.

The process by which each foreign subsidiary's financial results are translated
into US dollars is as follows: income statement accounts are translated at
average exchange rates for the period; balance sheet asset and liability
accounts are translated at end of period exchange rates; and equity accounts are
translated at historical exchange rates.

Translation of the balance sheet in this manner affects the stockholders' equity
account, referred to as the accumulated other comprehensive loss account.
Management have decided not to hedge against the impact of exposures giving rise
to these translation adjustments as such hedges may impact upon the Company's
cash flow compared to the translation adjustments which do not affect cash flow
in the medium term.

It is suggested that these financial statements be read in conjunction with the
audited consolidated financial statements and related footnotes of the Company
for the year ended September 30, 2002 included in the Company's annual report
filed on Form 10-KSB for the year then ended.

The results of operations for the three-month period ended December 31,2002 are
not necessarily indicative of the results to be expected for the full year.

Certain reclassifications have been made to prior period amounts to conform to
current period presentation.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.


                                       7
<PAGE>


                              SPEAR & JACKSON, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 - Nature of Business

The Company, Megapro Tools, Inc., was incorporated in the State of Nevada on
December 17, 1998 and was inactive until the acquisition of Mega Tools Ltd. and
Mega Tools USA, Inc. via reverse acquisition on September 30, 1999. The Company
is engaged in the manufacture and sale of a patented multi-bit screwdriver.

The Company has entered into an exclusive North American license agreement with
the patent holder of a retracting cartridge type screwdriver. This license
agreement gives the Company unrestricted use of the patent in Canada and the
United States until November 8, 2005. The Company's wholly owned subsidiaries,
Mega Tools USA, Inc. and Mega Tools Ltd. manufacture and market the drivers to
customers in the United States and Canada.

On September 6, 2002 the Company acquired the entire issued share capital of
Spear & Jackson plc and Bowers Group plc ("the S&J acquisition"). These
companies, through their principal operating entities, as disclosed in note 1,
manufacture and distribute a broad line of hand tools, lawn and garden tools,
industrial magnets and metrology tools primarily in the United Kingdom, Europe,
Australia, North and South America, Asia and the Far East.

Having considered the relative sizes of the businesses involved in the
combination and other factors, the acquisition of Spear & Jackson plc and Bowers
 Group plc (together "S&J") by Megapro Tools, Inc. has been accounted for as a
reverse acquisition for financial reporting purposes. The reverse acquisition is
deemed a capital transaction and the net assets of S&J (the accounting acquirer)
are carried forward to Megapro Tools, Inc. (the legal acquirer and the reporting
entity) at their carrying value before the combination. Although S&J was deemed
to be the acquiring corporation for financial accounting and reporting purposes,
the legal status of Megapro Tools, Inc as the surviving corporation does not
change. The relevant acquisition process utilizes the capital structure of
Megapro Tools, Inc and the assets and liabilities of S&J are recorded at
historical cost. In these financial statements, S&J is the operating entity for
financial reporting purposes and the financial statements for all periods
presented represent S&J's financial position and results of operations. The
equity of Megapro Tools Inc. is the historical equity of S&J retroactively
restated to reflect the number of shares issued in the  S&J acquisition.

On 7 November 2002 the Company changed its name from Megapro Tools, Inc. to
Spear & Jackson, Inc.

                                        8
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Forward Looking Statements

The information in this discussion  contains  forward-looking  statements within
the  meaning of Section 27A of the  Securities  Act of 1934,  as amended.  These
forward-looking statements involve risks and uncertainties, including statements
regarding the Company's capital needs,  business strategy and expectations.  Any
statements  contained  herein that are not statements of historical facts may be
deemed  to be  forward-looking  statements.  In some  cases,  you  can  identify
forward-looking  statements  by  terminology  such as "may",  "will",  "should",
"potential"  or  "continue",  the  negative  of such  terms or other  comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined in
the Risk Factors  section  below,  and,  from time to time, in other reports the
Company files with the SEC. These factors may cause the Company's actual results
to differ materially from any forward-looking  statement.  The Company disclaims
any obligation to publicly update these  statements,  or disclose any difference
between  its  actual  results  and  those  reflected  in these  statements.  The
information  constitutes  forward-looking  statements  within the meaning of the
Private Securities Litigation Reform Act of 1995.

Overview

We  were  founded  to  design,  market  and  manufacture   innovative  multi-bit
screwdriver  products  under the  Megapro  name  incorporating  the  retractable
cartridge  design  patented by Winsire  Enterprises  Corporation.  Our  business
commenced in 1994 when we began selling our Megapro 15 in 1  screwdriver  to the
industrial and commercial tools market. Our revenues have grown since 1994 as we
have expanded our product sales in the industrial  and  commercial  tools market
and have expanded our line of screwdriver  products.  We commenced  sales of our
screwdriver  products to the retail market in late 1996.  Our  objectives are to
further  pursue sales in this market and generate  sales of the newly  developed
Megapro Multi Quick-change screwdriver, the Megapro cordless screwdriver and our
Power2 Bits screwdriver bits.

On September  6, 2002  Megapro  Tools,  Inc.  acquired  the entire  issued share
capital of Spear & Jackson plc and Bowers Group plc (together "S&J"). As further
explained  in note 2 of the  financial  statements,  this  transaction  has been
treated as a reverse acquisition. Reflecting the relative size of S&J within the
continued  business,  Megapro Tools,  Inc.  changed its name to Spear & Jackson,
Inc.

Spear & Jackson, Inc., through its principal operating entities, as disclosed in
note 1 to the financial statements, manufactures and distributes a broad line of
hand  tools,  lawn and garden  tools,  industrial  magnets and  metrology  tools
primarily in the United  Kingdom,  Europe,  Australia,  North and South America,
Asia and the Far East.  These products are  manufactured  and distributed  under
various brand names including:

*        Spear & Jackson - garden tools;
*        Neill - hand tools;
*        Bowers - bore gauges and precision measuring tools;

                                       9

<PAGE>

*        Coventry Gauge - air and other gauges;
*        CV - precision measuring instruments;
*        Robert Sorby - wood turning tools;
*        Moore & Wright - precision tools;
*        Eclipse - blades and magnetic equipment;
*        Elliot Lucas - pincers and pliers;
*        Tyzack - builders' tools and
*        Megapro - screwdriver products.

The principal operating divisions and their key products comprise:

*        Neill Tools (hand hacksaws, blades, hacksaw frames, builders' tools,
         riveter guns, wood saws and lawn, garden and agricultural tools, all
         non-powered).

*        Eclipse  Magnetics (permanent magnets, magnetic tools, machine tools,
         magnetic chucks and turnkey magnetic systems).

*        The Metrology  Division  comprising Moore & Wright and Coventry Gauge
         (low technology  measuring tools and hand held gauges for checking the
         threads,  diameters and tapers of machined  components);  Bowers
         Metrology  (high  specification  metrology  instruments  including
         precision bore gauges, universal gauges and hardness testing
         equipment).

*        Robert Sorby (hand held wood working tools and complementary products).

*        Megapro (screwdrivers).

In addition,  Spear & Jackson plc has  subsidiary  companies in France  (Spear &
Jackson France S.A.) and  Australasia  (Spear & Jackson  (Australia) Pty Ltd and
Spear & Jackson  New  Zealand  Limited)  which act as  distributors  for Spear &
Jackson and Bowers manufactured products and complementary products sourced from
third party suppliers.

Our strategy is to maintain and develop the revenues of our businesses through
such methods as:

(a)      Maintaining and heightening the profile of our existing quality brand
         names. Such activity will comprise trade, general and TV advertising,
         extensive promotional work at trade shows, the development of corporate
         web sites, etc.

(b)      Continuous product improvement and innovation.

(c)      Increasing market share by offering highly competitive products.

(d)      The launch of new and innovative products and product ranges.

(e)      Significantly increasing our US market penetration via large "Big Box"
         outlets.

Since September 6, 2002 (the deemed acquisition date of the Megapro  companies),
recent product announcements include:

                                       10
<PAGE>

The  world's  strongest  shovel  range,  a new  range  of  shovels  for  use  in
construction, civil engineering and on landscape sites.

In November 2002, the Company's Eclipse Magnetics  operations  announced that it
would be supplying  Jaguar with magnetic oil filters.  The low and high pressure
oil  filters  are rated to  operate  at 20 and 200 bar,  respectively,  making a
significant impact in a power train plant and pressing industries.

In November  2002,  the Company  announced a new magnetic  pickup tool,  "Needle
Stick".  The hand-held magnetic pickup tool allows handlers of needles to safely
extract and dispose of needles in a safe manner  without the need for cumbersome
forceps. In addition, multiple needles can be extracted in one operation.

In January 2003 the Company's  Neill Tools  operations  launched "The Demolition
Saw", a  multipurpose  hard  wearing saw with the ability to cut through  metal,
plastic,  wood and  concrete  blocks  thanks  to the  application  of a new edge
treatment to the saw's high tensile toughened blade.

Also in January  the Company  launched a new  Eclipse  high access saw and a new
design of a junior hacksaw which allows access into restricted spaces.

A range of power tools and air power tools was launched in February  2003 in the
UK and Europe. The range of 71 products includes such items as compressors,  air
drills,  impact wrenches,  spray guns, angle grinders,  impact drills, jig saws,
sanders,  circular saws, engravers to mitre saws and many more. The significance
of these power tools is that they are all  finished  with a new "soft touch" and
are sold as kits in blow mold cases.

All of the new products  were  presented at the Cologne Show in March 2003,  the
premier hardware and tool show in the world.

The Tyzack brand,  synonymous  with  plastering,  and the initiator of the first
steel plasterers' trowel launched a comprehensive range of drywall lining tools.
The range comprises jointing,  taping knives and saws with numerous  accessories
including support props, corners and lifters.


Eclipse   Magnetics   signed  an  exclusive  supply  agreement  with  a  leading
manufacturer of metal detection  equipment.  This will complement the division's
existing  expertise in the separation  field and will provide total foreign body
detection of all metals to the food and pharmaceutical industries.

In March 2003, Eclipse also launched a European multi-lingual merchandiser range
of 52  different  magnets  at  the  Cologne  International  Hardware  Fair.  The
revolutionary packaging and display units enable the magnets to be positioned at
key point of sale  locations,  enabling  magnets to take their rightful place at
the forefront of engineering consumables.

                                       11
<PAGE>

In addition,  in April 2003 Eclipse  Magnetics began a worldwide launch of a new
safety shim (TM).  This ingenious idea of creating a safety  pre-test  system to
guarantee a safe lift for lifting loads has been granted full patent status.

Also in April 2003,  Bowers launched two new products in the USA, the Checkmatic
universal bench gauge and the revolutionary Smart Plug 2-point measuring system.
These  tools are capable of  performing  a multitude  of internal  and  external
measuring tasks.

Our business plan will also focus on improved profitability by the initiation of
improved export distribution  channels,  improved production  efficiency and the
formation of new manufacturing and selling partnerships and joint ventures. Such
strategic  partners  will give us the potential  for the cross  distribution  of
products, joint manufacturing projects and joint product development.

RESULTS OF OPERATIONS

The results  discussed  below compare the three months to December 30, 2002 with
the  three  months  ended  December  31,  2001.  As  explained  in note 2 to the
financial  statements,  the  acquisition of Spear & Jackson plc and Bowers Group
plc (together "S&J") by Megapro Tools, Inc. (now Spear & Jackson, Inc.) has been
accounted for as a reverse acquisition.  In these financial  statements,  S&J is
the  operating  entity  for  financial  reporting  purposes  and  the  financial
statements for all periods  represent  S&J's  financial  position and results of
operations.  The operating results and net assets of Megapro Tools, Inc. and its
subsidiary companies are included in the consolidated  statements from September
6, 2002,  the date of the S&J  acquisition.  All figures are  expressed in $'000
unless otherwise stated.

OVERVIEW

Net revenues  increased  by $2,113  (9.96%) from $21,218 to $23,331 in the three
months ended  December 31, 2002 compared to the three months ended  December 31,
2001.

Sales mix has altered  significantly  towards higher margin  products and strict
cost  control  and  manufacturing  efficiencies  have  resulted  in  substantial
improvements in the gross profit percentage and operating income.  These factors
are dealt with in more detail in the sections below.

DIVISIONAL REVIEW

We aim to maintain and develop the revenues of our businesses through the launch
of new products,  the enhancement of existing items and the continued  marketing
of these companies' brands in order to retain and gain market share.

All  divisions  of the Spear & Jackson and Bowers  businesses  delivered  strong
trading  performances  in the three  months ended  December  31, 2002.  Detailed
comments are as follows:

                                       12
<PAGE>

Neill Tools

Neill Tools recorded an excellent export sales result, thanks in part to winning
a contract  in Fiji for  contractors'  tools.  A  favorable  sales mix  produced
increased gross profit margins, some 4% better than expectation.

In order to sustain the first  quarter  performance  the division has focused on
new  product  development  and  this  has  seen  the  launch  of a new  range of
engineering and anti-static  pliers, a new demolition and easy access saw plus a
full range of fibreglass shafted  contractors' tools. A strong second quarter is
also  anticipated  with more new  products  coming on stream,  supported by a TV
advertising  campaign in the UK and the release of a new product catalog in both
hard back and CD versions.

Eclipse Magnetics

Eclipse  Magnetics' first quarter reflected an increase in sales volume over the
previous year  particularly  within the  distribution  and special  applications
product lines.  Operating  profit was  significantly  better than the equivalent
year as a result of improved gross margins and tight fixed overhead control from
management.

New catalog  listings and  increased  lines in existing  catalogs  were achieved
within  the US,  Canadian  and  Swedish  markets.  This  being  inline  with our
strategic goals for market share increase with brand recognition.

The German  industrial  tool market was targeted  during the quarter.  Although,
like many other  economies,  this market is still suffering from reduced output,
it  still  represents  one of  the  largest  tool  consumption  economies  and a
dedicated sales professional was recruited to champion this project.

New product development continues with the strategy being focused towards higher
tech and added value products.

Eclipse secured a commercial agreement with STUD-IT to manufacture a novel anti-
theft device for vehicles  and we are also  evaluating  the sale of this product
under licence.

A supply  agreement  was signed with a German  metal  detection  company  giving
Eclipse  the  exclusive  rights to the UK  market.  This range  complements  the
Eclipse magnetic separation range, giving a full foreign body detection range to
Eclipse for the chemical, pharmaceutical and food industries.

A new sticky  Pickup Tool was  designed.  This  hand-held  magnetic  Pickup Tool
allows  handlers  of needles to safely  attract and dispose of needles in a safe
manner without the need for cumbersome forceps.

A high volume magnetic  filtration system to remove micron sized metal particles
from a water-based fluid was designed and supplied to a large car manufacturer.

During this quarter Eclipse has also been developing new magnetic assemblies for
IBM. (Cable pulling device for cable installation, designed to release the cable
at a specific  pull  pressure,  this  removes the  breakage of the cable  during
installation).

                                       13
<PAGE>

Robert Sorby

Robert  Sorby's first  quarter of the  financial  year was dominated by a strong
performance in the UK.

Sales to our domestic market showed an 8% increase over the previous year. While
the  market  itself  was not  especially  buoyant  we put in place a  number  of
initiatives which bolstered and sustained our performance.

We were  particularly  successful  at marketing  our products  through  consumer
exhibitions and in-store  demonstrations across the UK. These are accounting for
an  increasing  proportion  of our  business  and it is a  format  which  we are
translating into overseas markets.

Demand for  traditional  woodturning  tools and lathe  chucks  was  particularly
strong  in the  face of  stiff  competition.  Our  initiatives  were  backed  by
extensive consumer advertising and editorials.

A major  breakthrough  was made in Ireland where regular  attendance at in-store
demonstrations and woodworking clubs has reaped benefits.

Our own retail store has also produced  strong results with sales  increasing by
18% on the back of new products and a new mail order catalog.

In North  America,  USA  sales  were  weaker  due to softer  market  conditions.
However,  resources  were  dedicated  to  marketing  product to  consumers  in a
depressed  market  through  exhibitions  and  mailing.  Sales into Canada show a
significant  upturn on the back of an  intensive  program of consumer  marketing
right across the country.

Despite  generally  weak  trading  conditions  our business in Europe held up to
expectations.

Bowers Metrology

In the Bowers  division,  profits  for the quarter  were ahead of  forecast  due
mainly to an improved performance from the Bowers UK business. Several long-term
projects were shipped during the quarter,  including one significant delivery to
a large blue-chip Aerospace manufacturer.  Additionally, a specific promotion to
sell off some obsolete inventory was extremely successful.

The closure of the loss making calibration division was completed in the period.
The customer service  departments for the group were  consolidated  from four to
two sites (UK and Export) during the quarter to give greater  efficiencies going
forward.

Manufacturing  industry world-wide  continues to be reluctant to invest and this
directly affects the core 3-point bore gauging business.  The USA has stabilized
but continues to operate below historical  levels,  with key distributors  still
being very cautious with inventories.  Europe shows a similar picture,  with the
exception of Germany where, despite a sluggish economy,  sales are continuing to
show  growth.  This is mainly due to new  listings  with the largest  industrial
catalog in Europe, Hoffmann Group, based in Munich.

                                       14
<PAGE>

The Asian markets are very mixed with sales to China growing rapidly,  but Japan
and South East Asia still struggling to achieve the required growth. Initiatives
within China are expected to further improve sales in this region throughout the
year.

Sales of the recently  launched  Checkmatic  flexible  gauging unit are ahead of
target,  with the UK leading the way.  Sales are expected to improve  further as
listings are obtained with this product in the major industrial catalogs.

Spear & Jackson France

Spear & Jackson France  reported sales ahead of budget for the quarter thanks to
successful  Autumn  promotions and the launch of the "Cottage"  range of rockery
tools.

In December the company  announced that it will supply  Domaxel,  a DIY chain of
300 stores,  with an additional  private  label range of garden  tools.  Spear &
Jackson currently supplies Domaxel with Spear & Jackson branded garden tools and
will now  supply an  additional  product  range  along  with the Spear & Jackson
brand.


Spear & Jackson Australia and Spear & Jackson New Zealand

Spear & Jackson  Australia and Spear & Jackson New Zealand also performed  ahead
of budget and in November produced a record monthly sales figure.

COSTS OF GOODS SOLD AND GROSS PROFIT

Costs of goods sold as a  percentage  of sales fell to 66.3% in the three months
ended December 31, 2002 from 70.2% in the comparable quarter in 2001.

The  company's  overall  gross profit  percentage  was 33.7% in the period ended
December 31, 2002 and 29.8% in the quarter  ended  December  31,  2001.  Margins
across all divisions  were strong,  benefiting  from  favorable  sales mixes and
product cost controls. We will continue to monitor and evaluate means of further
reducing  costs of goods sold across all our  principal  trading  operations  to
avoid any margin dilution.

EXPENSES

Expressed as a percentage of sales, selling, general and administration expenses
were 26.8% of revenues for the three months ended December 31, 2002 and 31.3% of
revenues for the quarter ended December 31, 2001.  This decrease is a reflection
of the cost benefits  accruing from the  reorganization  and severance  programs
initiated in the quarter ending September 30, 2002.

Other  income and  expenses  moved from a net expense of $58 in the three months
ended  December 31, 2001 to net income of $6 in the quarter  ended  December 31,
2002.  This  movement  is  attributable  to  decreased  interest  charges in the
Company's  French and Australian  businesses and the receipt of royalty and rent
income in the acquired Megapro businesses.

INCOME BEFORE INCOME TAXES

Our income  before  income taxes in the period to December 31, 2002  amounted to
$1,597. This compares to a loss before income tax for the quarter ended December
31, 2001 of $363. This increase in profitability is derived from increased sales
revenues,  improvements in gross margins and the ongoing  benefits  arising from
overhead cost savings.

INCOME TAX

The  provision  for income  taxes was $386 in the period to  December  31,  2002
compared to a $58 income tax benefit in the period to December 31, 2001.

Income  taxes  were 24% of  profits  before tax in 2002 as opposed to 16% of the
loss before income taxes in 2001. Differences between the effective rate and the
statutory rate result from tax charges in certain overseas  subsidiaries  within
the Spear & Jackson  group being  taxed at rates  different  from the  effective
rate, the non  recognition of tax losses within the deferred tax computation and
permanent  differences  between  accounting  and  taxable  income as a result of
non-deductible  expenses and non-taxable income.  Because of the availability of
tax net operating  losses it is not  anticipated  that any of the quarter 1 2002
tax charge will result in the payment of any income taxes.

                                       15
<PAGE>

NET PROFIT

Our net profit  after  income  taxes was $1,211 for the period to  December  31,
2002.  This  compares to a loss after  income taxes of $305 for the period ended
December 31, 2001.

FINANCIAL CONDITION

Liquidity and Capital Resources

Our cash  position was $8,116 at December 31, 2002 and our total net assets were
$57,238 at that date.

Net cash generated from operating  activities in the period to December 31, 2002
was $3,027  compared to an operating cash  generation of $1,405 in the period to
December 31, 2001. This improvement in 2002 arises from the significant increase
in net income (adjusted for depreciation and deferred taxes) of $2.1 million and
trade working capital inflows  relating to improved  receivables  collections of
$0.3 million and a trade payables  increase of $0.5 million  partially offset by
an increase in inventories  of $0.6 million.  The inventory  increase  arises in
Spear & Jackson's Australian subsidiary (stock build to service Q2 sales) and in
the UK garden tools business  (cyclical increase related to the UK spring garden
season).  Other  working  capital  movements  relate to a net  increase in other
current and non-current  assets and  liabilities of $0.6 million,  which, in the
main,  is  associated  with  reductions  in leasing  creditors  and other  trade
accruals.

Cash outflow from  investing  activities  was $183 in the period to December 31,
2002.  This  compares to an outflow from  investing  activities in the period to
December  31, 2001 of $154.  Net cash used in investing  activities  in 2002 and
2001  comprised  property  and  equipment  purchases  with  the  major  item  of
expenditure  in the quarter to December 31, 2002 being new computer  hardware in
Spear & Jackson's Australian subsidiary.

Net cash absorbed by financing  activities  was $1,252 in the period to December
31, 2002 compared to net cash provided by financing  activities in the period to
December 31, 2001 of $276.  Cash utilized by financing  activities in the period
to December 31, 2002 includes the  repayment of  overdrafts  and loans of $1,255
(principally  the  repayment of short term  borrowings in  Australia).  The cash
provided by financing  activities  in the period to December 31, 2001  comprises
additional overdraft advances of $279 net of long term debt repayments of $3.

Our business operations have been funded primarily from net operating income. We
have also utilized loans from the Bank of Montreal,  shareholder loans and other
bank facilities.

Mr.  Neil  Morgan,  a  shareholder,  has  advanced to us the amount of $100 as a
director's  loan. The loan is unsecured,  bears interest at 10.25% per annum and
has no specific terms of repayment.

Mr. Robert Jeffrey, another of our shareholders, had advanced to us an unsecured
loan at an interest rate of 10.25% per annum.  Until maturity,  we were required
to make quarterly  payments of interest to Mr. Jeffrey.  As at December 31, 2002
the principal amount of this loan was $60. This loan,  together with all accrued
interest, was repaid in the quarter ended March 31, 2003.

Our subsidiary company, Mega Tools Limited,  obtained a fixed loan from the Bank
of  Montreal in 1998.  This loan is payable on demand  with an agreed  repayment
schedule requiring payments of $10 per annum, paid monthly in equal instalments,
plus interest at the bank's funding plus 1.5% per annum. The principal amount of
the loan outstanding at December 31, 2002 was $20.

The Spear & Jackson and Bowers companies have overdraft  facilities with various
UK, French and Australian banks but none of the companies are currently  funding
any of their financing requirements through bank or other loans.

Funding to  finance  new  products  launches  in the Spear & Jackson  and Bowers
companies will be funded from their existing banking facilities. We believe that
we have sufficient  capital  resources and liquidity over both the short term to
sustain our business  operations.  While we may require additional  financing in
order to pursue any  planned  expansion  of the  Megapro  operations,  we do not
require   additional   financing  in  order  to  sustain  our  present  business
operations.

                                       16
<PAGE>

CRITICAL ACCOUNTING POLICIES

A summary  of  significant  accounting  policies  is  included  in Note 2 to the
audited  consolidated  financial  statements  included in the  Company's  Annual
Report on Form 10-KSB for the nine months ended  September 30, 2002.  Management
believes that the  application of these  policies on a consistent  basis enables
the  Company to provide  useful and  reliable  financial  information  about the
company's operating results and financial condition.

EFFECT OF NEW ACCOUNTING STANDARDS

SFAS No. 145,  Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement  No.  13,  and  Technical  Corrections  was issued  April  2002.  This
Statement  rescinds  FASB  Statement  No. 4,  Reporting  Gains and  Losses  from
Extinguishment  of Debt, and an amendment of that Statement,  FASB Statement No.
64,  Extinguishments  of Debt Made to Satisfy  Sinking-Fund  Requirements.  This
Statement also rescinds FASB Statement No. 44,  Accounting for Intangible Assets
of Motor Carriers.  This Statement amends FASB Statement No. 13,  Accounting for
Leases,  to  eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.   This  Statement   also  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability  under changed  conditions.  The provisions of this
Statement  related to the  rescission  of Statement 4 shall be applied in fiscal
years  beginning  after May 15, 2002.  The provisions in paragraph 8 and 9(c) of
this  Statement  related to  Statement 13 shall be  effective  for  transactions
occurring  after May 15, 2002. All other  provisions of this Statement  shall be
effective for financial  statements issued on or after May 15, 2002. The effects
of implementation are not material.

SFAS No. 146 Accounting for Costs  Associated  with Exit or Disposal  Activities
was  issued  June  2002.  This  Statement  addresses  financial  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force  (EITF) Issue No. 94-3,  Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain Costs Incurred in a  Restructuring).  The provisions of this
Statement  are  effective  for exit and disposal  activities  that are initiated
after December 31, 2002.

In  September  2002,  the FASB  issued  SFAS No.  147,  Acquisition  of  Certain
Financial  Institutions.  SFAS  No.  147  changed  the  special  accounting  for
unidentifiable  intangible  assets  recognised  under  SFAS No.  72.  Transition
provisions  for  previously  recognised  unidentifiable  intangible  assets were
effective on October 1, 2002. The effects of implementation had no impact on the
Company's consolidated financial statements.

In  December  2003,  the FASB  issued  SFAS  148,  "Accounting  for  Stock-Based
Compensation-Transition  and Disclosure," which provides  alternative methods of
transition  for a voluntary  change to fair value based method of accounting for
stock-based  employee  compensation  as prescribed in SFAS 123,  "Accounting for
Stock-Based  Compensation".  Additionally,  SFAS 148 required more prominent and
more  frequent   disclosures  in  financial  statements  about  the  effects  of
stock-based  compensation.  The  provisions of this  Statement are effective for
fiscal years ending after December 15, 2002, with early application permitted in
certain  circumstances.  The Company has adopted the  disclosure  provisions  in
these  consolidated   financial   statements  as  disclosed  under  Stock  Based
Compensation.


ITEM 3. CONTROLS AND PROCEDURES

Within the 90-day  period prior to the filing of this report,  an  evaluation of
the effectiveness of the Company's  disclosure  controls and procedures was made
under the supervision and with the  participation  of the Company's  management,
including the chief executive officer and chief financial officer. Based on that
evaluation, the CEO and CFO concluded that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the  Securities  Exchange
Act of 1934 is recorded,  processed,  summarised  and  reported  within the time
periods  specified  in  Securities  and  Exchange  Commission  rules and  forms.
Subsequent to the date of their evaluation, there were no significant changes in
the Company's  internal  controls or in other  factors that could  significantly
affect  these  controls,   including  any  corrective  actions  with  regard  to
significant deficiencies and material weaknesses.

                                       17
<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities and use of Proceeds

None

Item 3.  Defaults upon Senior Securities

None

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

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

99.1 Certification of Chief Executive and Chief Accounting Officer

(b)  Reports on Form 8-K

Form  8-K  was  filed  on  December  12,  2002  pertaining  to  the  Changes  in
Registrant's name from MegaPro Tools,  Inc. to Spear & Jackson,  Inc. under Item
5.

                                       18

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorised.

SPEAR & JACKSON, INC.



By:      /s/Dennis Crowley                              Dated: May 23, 2003
         ________________

         Dennis Crowley
         Chief Executive Officer


                                       19
<PAGE>


                      SECTION 302 CERTIFICATION PURSUANT TO
                          RULE 13a-14 AND 15d-14 UNDER
                     THE SECURITIES ACT OF 1934, AS AMENDED

I, Dennis Crowley, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB/A of Spear &
         Jackson, Inc.;

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  report,  fairly  present in all
         material respects the financial condition, results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       the  registrant's  other  certifying  officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         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;

(b)      evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days of 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.       The registrant's other certifying  officer and I have disclosed,  based
         on our most recent evaluation, to the  registrant's auditors and to the
         audit committee of the  registrant's  board of directors (or persons
         performing the equivalent functions):

         (a)      all  significant  deficiencies  in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarise 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; and

6.       the registrant's other certifying officer and 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 23, 2003                       Mr. Dennis Crowley
                                            -------------------------
                                            Dennis Crowley
                                            Chief Executive Officer
                                       20
<PAGE>


                      SECTION 302 CERTIFICATION PURSUAND TO
                          RULE 13a-14 AND 15d-14 UNDER
                     THE SECURITIES ACT OF 1934, AS AMENDED

I, William Fletcher, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB/A of Spear &
         Jackson, Inc.;

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  report,  fairly  present in all
         material respects the financial condition, results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       the  registrant's  other  certifying  officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         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;

(b)      evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days of 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.       The registrant's other certifying  officer and I have disclosed,  based
         on our most recent evaluation, to the  registrant's auditors and to the
         audit committee of the  registrant's  board of directors (or persons
         performing the equivalent functions):

         (a)      all  significant  deficiencies  in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarise 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; and

6.       the registrant's other certifying officer and 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 23, 2003                   Mr. William Fletcher
                                            -------------------------
                                            William Fletcher
                                            Chief Financial Officer


                                       21