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

                                   FORM 10-QSB

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

                       For the quarter ended June 30, 2003

                                       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 July 31, 2003.





<PAGE>


                             Spear & Jackson, Inc.



                                      INDEX

PART I.  FINANCIAL INFORMATION

                                                              Page Number
Item 1. Financial Statements (Unaudited)

  Consolidated Balance Sheet - June 30, 2003                       3

  Consolidated Statements of Operations - Three and Nine
   Months Ended June 30, 2003, and 2002.                           4

  Consolidated Statements of Comprehensive Income (Loss)-
   Three and Nine Months Ended June 30, 2003, and 2002.            5

  Consolidated Statements of Cash Flows - Three and Nine
   Months Ended June 30, 2003, and 2002.                           6

  Notes to Consolidated Financial Statements                     7 - 9

Item 2. Management's Discussion and Analysis or
         Plan of Operation                                       10 - 20

Item 3. Controls and Procedures                                    21

PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings                                        21

  Item 2. Changes in Securities and Use of Proceeds                21

  Item 3. Defaults Upon Senior Securities                          21

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

  Item 5. Other Information                                        21

  Item 6. Exhibits and Reports on Form 8-K                         21


SIGNATURES                                                         22



                                       2
<PAGE>

                              SPEAR & JACKSON, INC.

                           CONSOLIDATED BALANCE SHEET
                                AT JUNE 30, 2003
                                   (Unaudited)
                                 (In thousands)






          ASSETS

Current assets:
 Cash and cash equivalents                                $        8,307
 Trade receivables, net                                           18,270
 Inventories                                                      25,810
 Other current assets                                                844
                                                         ----------------
Total current assets                                              53,231

Property, plant and equipment, net                                20,030
Pension assets                                                    18,202
Investments                                                          147
                                                         ----------------
                                                          $       91,610
                                                         ================


          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Notes payable                                            $          142
 Trade accounts payable                                           11,041
 Accrued expenses and other liabilities                           12,964
 Director's loan payable                                             100
 Foreign taxes payable                                                35
                                                         ----------------
Total current liabilities                                         24,282

Other liabilities                                                  1,814
Deferred income taxes                                              2,400
                                                         ----------------
Total liabilities                                                 28,496
                                                         ----------------
Stockholders' equity:
 Common stock                                                         12
 Additional paid in capital                                       50,455
 Accumulated other comprehensive income
  Foreign currency translation adjustment                          7,501
 Retained earnings                                                 5,146
                                                         ----------------
                                                          $       63,114
                                                         ----------------

Total liabilities and stockholders' equity                $       91,610
                                                         ================




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


                                       3

<PAGE>


                              SPEAR & JACKSON, INC.


                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                   (Unaudited)

                                 (In thousands)


<TABLE>
<CAPTION>

                                               For the Three   For the Three   For the Nine   For the Nine
                                                Months ended   Months ended    Months ended   Months Ended
                                                  June 30,       June 30,        June 30,       June 30,
                                                   2003           2002             2003           2002
                                                ------------   -------------   -------------  -------------
<S>                                             <C>            <C>             <C>            <C>
Net sales                                       $  25,956      $  24,194       $   75,507     $  68,280

Cost of goods sold                                 16,886         16,211           49,370        46,544
                                                  -------       ---------      -----------    ----------

Gross profit                                       9,070           7,983           26,137        21,736

Operating costs and expenses:
Selling, general and administrative expenses       6,280           6,933           19,713        20,275
                                                  -------       ---------      -----------    ----------

Operating income                                   2,790           1,050            6,424         1,461
                                                  -------       ---------      -----------    ----------

Other income (expense):
Royalties (net)                                        2            -                  14          -
Rental income                                         38              30              108            91
Interest and bank charges (net)                      (72)             11             (174)         (174)
                                                  -------       ---------      -----------    ----------
                                                     (32)             41              (52)          (83)
                                                  -------       ---------      -----------    ----------

Income before income taxes                         2,758           1,091            6,372         1,378

Provision for income taxes                          (832)           (383)          (1,791)         (578)
                                                  -------       ---------      -----------    ----------

Net income                                      $  1,926       $     708       $    4,581     $     800
                                                  =======       =========      ===========    ==========

Basic and diluted profit per share              $   0.16       $    0.20       $     0.38     $    0.23
                                                  =======       =========      ===========    ==========

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


</TABLE>








   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)


<TABLE>
<CAPTION>



                                            For the Three      For the Three      For the Nine        For the Nine
                                             Months Ended      Months Ended       Months Ended        Months Ended
                                               June 30,          June 30,           June 30,            June 30,
                                                 2003              2002               2003                2002
                                           ---------------   ----------------   ----------------    ----------------
<S>                                                 <C>               <C>               <C>                 <C>


Net income                                   $      1,926      $         708      $       4,581       $         800

Other comprehensive income (loss)

   Foreign currency translation adjustments         3,220              3,882              4,445               2,136

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

Total comprehensive income (loss)            $      5,146      $       4,590      $       9,026       $       2,936
                                           ===============   ================   ================    ================


</TABLE>










    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>


                              SPEAR & JACKSON, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                      For the Nine Months   For the Nine Months
                                                                             Ended                 Ended
                                                                            June 30,              June 30,
                                                                              2003                  2002
                                                                      ------------------    -----------------
<S>                                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                              $         4,581        $         800
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation                                                                      2,137                2,122
Profit on sale of plant, property and equipment                                    (170)                   -
Deferred income taxes                                                             1,726                  499
Changes in operating assets and liabilities

Decrease (increase) in trade receivables                                          1,064                 (752)
(Increase) decrease in inventories                                               (3,543)                 700
Decrease in other current assets                                                    507                  754
Contributions paid to company pension plan                                       (2,307)              (2,303)
Increase in trade accounts payable                                                1,477                3,007
(Decrease) increase in accrued expenses and other liabilities                      (609)                 607
Decrease in foreign taxes payable                                                    (5)                   -
Increase (decrease) in other liabilities                                            768               (3,070)
                                                                      ------------------    -----------------
NET CASH PROVIDED BY  OPERATING ACTIVITIES                                        5,626                2,364
                                                                      ------------------    -----------------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment                                       (2,690)                (792)
Proceeds from sale of property, plant and equipment                                 170                    -
                                                                      ------------------    -----------------
NET CASH USED IN INVESTING ACTIVITIES                                            (2,520)                (792)
                                                                      ------------------    -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt                                                         (23)                  (9)
Repayment of overdraft                                                           (1,163)                (151)
Promissory notes repaid                                                            (235)                   -
Repayment of shareholder loan                                                       (60)                   -
                                                                      ------------------    -----------------
NET CASH USED IN FINANCING ACTIVITIES                                            (1,481)                (160)

Effect of exchange rate changes on cash and cash equivalents                        196                  202
                                                                      ------------------    -----------------
CHANGE IN CASH AND CASH EQUIVALENTS                                               1,821                1,614

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  6,486                2,710
                                                                      ------------------    -----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $         8,307        $       4,324
                                                                      ==================    =================
SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest                                                  $          174         $         190
                                                                      ==================    =================
Cash paid for taxes                                                     $           65         $          80
                                                                      ==================    =================


</TABLE>









   The accompanying notes 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 June 30, 2003, and the results of
operations for the nine-month periods ended June 30, 2003 and June 30, 2002 and
cash flows for the periods ended June 30, 2003 and June 30, 2002 have been
included.

The consolidated financial statements of Spear & Jackson, Inc. are denominated
in US dollars. Changes in exchange rates between UK sterling and the US dollar
will affect the translation of the UK 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 income 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 period ended September 30, 2002 included in the Company's amended annual
report filed on Form 10-KSB/A for the period then ended.

The results of operations for the nine-month period ended June 30,2003 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.


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.

                                       7

<PAGE>


                              SPEAR & JACKSON, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 - Nature of Business (contd.)

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 ("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.


Note 3 - Segment Data

As detailed in note 2, the Company's principal operations relate to the
manufacture and distribution of a broad line of hand tools, lawn and garden
tools, industrial magnets and metrology tools. These operations are conducted
through business divisions located primarily in the United Kingdom, France,
Canada, USA and Australia.

Given below are summaries of the significant accounts and balances by business
segment and by geographical location for the nine-month periods ended June 30,
2003 and June 30, 2002, reconciled to the consolidated totals. In both years,
transactions and balances applicable to the Company's distribution companies in
France, Australia and New Zealand have been aggregated with the hand and garden
product businesses since these products represent the most significant
proportion of the distribution companies' trades.

The financial information of the segments is regularly evaluated by the
corporate operating executives in determining resource allocation and assessing
performance and is periodically reviewed by the Company's Board of Directors.
The Company's senior management evaluates the performance of each business
segment based on its operating results and, other than general corporate
expenses, allocates specific corporate overhead to each segment. Accounting
policies for the segments are the same as those for the Company.

The following is a summary of the significant accounts and balances (in
thousands) by business segment, reconciled to the consolidated totals.



                                       8
<PAGE>
<TABLE>
<CAPTION>

                                  Sales                              Long-lived Assets (a)
                       ----------------------------------    -----------------------------------
                        Three Months      Nine Months           Three Months      Nine Months
                        Ended June 30,   Ended June 30,         Ended June 30,   Ended June 30,
                       ----------------  ----------------     ----------------  ----------------
                         2003     2002     2003     2002        2003      2002     2003     2002
                       -------  -------- -------- --------     -------  -------- -------- --------
<S>                   <C>       <C>      <C>      <C>          <C>      <C>       <C>     <C>
Hand & garden tools   $ 20,088  $ 18,721 $ 57,771 $ 51,668     $ 6,898  $ 10,142  $ 6,898 $ 10,142
Metrology tools          3,539     3,409   10,520   10,465       2,705     2,537    2,705    2,537
Magnetic products        2,056     2,064    6,337    6,147       1,049     1,073    1,049    1,073
Screwdrivers               273      -         879     -            180      -         180     -
Corporate                 -         -        -        -          9,198     8,680    9,198    8,680
                       -------  --------  -------  -------      ------   -------   ------  -------

Total                 $ 25,956  $ 24,194 $ 75,507 $ 68,280     $20,030  $ 22,432  $20,030 $ 22,432
                       =======   =======  =======  ======       ======   =======   ======  =======

                                Depreciation                            Capital expenditure
                       ----------------------------------    -----------------------------------
                        Three Months      Nine Months           Three Months      Nine Months
                        Ended June 30,   Ended June 30,         Ended June 30,   Ended June 30,
                       ----------------  ----------------     ----------------  ----------------
                         2003     2002     2003     2002        2003      2002     2003     2002
                       -------  -------- -------- --------     -------  -------- -------- --------
Hand & garden tools     $ 488    $ 476   $ 1,448  $ 1,462       $ 41     $ 572   $ 1,721   $ 755
Metrology tools           101      108       297      311         -          1       543       5
Magnetic products          51       75       206      199         -          2       333      32
Screwdrivers               12       -         36       -          -         -         -       -
Corporate                  54       56       150      150         38        -         93      -
                       -------  --------  -------  -------      ------   -------   ------  -------
Total                   $ 706    $ 715   $ 2,137  $ 2,122       $ 79     $ 575   $ 2,690   $ 792
                       =======   =======  =======  ======       ======   =======   ======  =======

                                 Operating Income                       Net Interest
                       ----------------------------------    -----------------------------------
                        Three Months      Nine Months           Three Months      Nine Months
                        Ended June 30,   Ended June 30,         Ended June 30,   Ended June 30,
                       ----------------  ----------------     ----------------  ----------------
                         2003     2002     2003     2002        2003      2002     2003     2002
                       -------  -------- -------- --------     -------  -------- -------- --------
Hand & garden tools    $ 1,853   $ 863   $ 4,533  $ 1,337       $ (75)   $ (113) $ (175)   $ (294)
Metrology tools            449     108     1,098      613          (6)       (2)    (11)       (7)
Magnetic products          490     174     1,200      141          (4)       (4)     (9)       (7)
Screwdrivers                25      -         60       -           (5)        -     (18)       -
Corporate                  (27)    (95)     (467)    (630)         18       130      39       134
                       -------  --------  -------  -------      ------   -------   ------  -------
Total                  $ 2,790 $ 1,050   $ 6,424  $ 1,461       $ (72)   $   11  $ (174)   $ (174)
                       =======   =======  =======  ======       ======   =======   ======  =======
</TABLE>

(a) Represents property, plant and equipment net of accumulated amortization.







                                       9
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operations

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 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 and 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 ("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;

                                       10
<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; and
*        Tyzack - builders' tools
*        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 Bowers Metrology (high specification
         metrology instruments including precision bore gauges, universal gauges
         and hardness testing equipment); Moore & Wright and Coventry Gauge (low
         technology measuring tools and hand held gauges for checking the
         threads, diameters and tapers of machined components);

*        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) Ltd 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 product
         offerings.

(d)      Launch new and innovative product and product ranges.

Recent product announcements include:

In July 2003 we formally ceased trading with Toolbank, a major UK hand tool
wholesaler, because of a conflict in product distribution policy and
dissatisfaction with the level of support being given to the delivery of new
Spear & Jackson product to the market. Agreements have been secured to supply

                                       11
<PAGE>

various UK builders merchants, this will enable us to have a more direct route
to market and will allow us to give greater support to our branded product.

An agreement for the supply of hand and contractors tools has been secured with
Buildbase, a major UK builders' merchant.

An agreement for the supply of hand and contractors tools has been secured with
Travis Perkins a major UK builders' merchant.

An agreement for the supply of hand and contractors tools has been secured with
N.M.B.S. a buying group of large independent builders' merchants and hardware
stores.

A contract for the supply of garden products has been agreed with Tesco, a major
supermarket retailer in the UK. The value of orders is expected to exceed $650k.

New listings for Eclipse branded hand tools, including sockets, spanners,
screwdrivers and hacksaws have been gained with Bauhaus, a major retailer in
Turkey.

We were awarded a contract to supply Neverbend forks, spades and agricultural
contractors' tools by the Government of Fiji. The tender was won on the basis of
both price and quality as we were able to demonstrate that our products are able
to withstand the rigors of sustained use in arduous conditions.

Gamma, a major retailer in the Netherlands, has increased its range of Spear &
Jackson garden products by including Razorsharp secateurs in its 144 stores.

Eclipse Magnetics separator business continues to flourish with a contract into
Parmargon Products, a supplier of rubber sealing rings to the automotive
industry. The component parts have metal inserts which require sorting and the
separator equipment is ideal for their ongoing control procedures.

Eclipse Magnetics will continue to develop the separation business for use in
food processing environments where the removal of metal contamination is vital.

S&J France has seen the launch of its new `Cottage range' of garden tools exceed
expectations this year. The product range has been sold through over 300 stores
across France and has achieved sales of $475,000 since the introduction of these
products.

In addition, S&J France increased its garden tools listings with OBI, a French
DIY store chain, by supplying them with a new range of bypass loppers.


                                       12
<PAGE>



RESULTS OF OPERATIONS

The results discussed below compare the three months to June 30, 2003 with the
three months ended June 30, 2002 and the nine months to June 30, 2003 with the
nine months ended June 30, 2002. As explained in note 2 to the financial
statements, the acquisition of Spear & Jackson plc and Bowers Group plc ("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 to $25,956 from $24,194 in the three months ended June
30, 2003 compared to the three months ended June 30, 2002. In the nine months to
June 30, 2003 net revenues increased to $75,507 from a total of $68,280 in the
nine months ended June 30, 2002.

The increase in revenues of $7.2 million in the nine months to June 30, 2003
compared to the comparable period in 2002 is attributable to net sales volume
increases (including the incremental revenues from the acquired Megapro
businesses) and favorable exchange movements.

Net revenues for the third quarter 2003 increased by $1.8 million over the three
months ended June 30, 2002.

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 Spear & Jackson, Inc. delivered strong operating income
performances in the three months ended June 30, 2003 and the nine-month period
ending on that date.

                                       13
<PAGE>



Summary details are as follows:

Neill Tools
-----------

Agreements to supply various UK builders' merchants have been secured.

Buildbase is to be supplied with hand and contractors tools. Travis Perkins is
to be supplied with hand and contractors tools.

N.M.B.S., a large independent builders' merchant, is to be supplied with hand
and contractors tools.

Neill Tools are working in the US market to secure business with the `Big Box'
retailers.

The division continues to focus on new product development and this strategy has
seen the launch of a new range of dry lining tools, leather work wear, hand
power tools, spanners, sockets, screwdrivers, pliers and air power tools and
compressors. The decision to cease trading with Toolbank allied to new product
launches should see continued improvements in sales and margin.

To further enhance our end-user presence, we have recruited a team of dedicated
merchandisers to go direct to stores to ensure that our product is available,
prominently displayed and that the merchandiser displays are in good order.

Eclipse Magnetics
-----------------

Eclipse's financial performance remained robust and in the nine months to June
30, 2003 operating profits were generated representing a 13% return on sales for
the company. Eclipse quarter three operating profit was also significantly
better than the previous year as a result of improved margins arising from
manufacturing and purchasing efficiencies and good fixed cost control.

Promotion of our magnetic separation products is currently receiving particular
focus within the business with our principal goal being expansion into the US
market. The separation division supplies high added value turnkey solutions to
the food, pharmaceutical and processing industries.

Penetration into Germany has previously been recognized as a key business driver
and entry into the German market has now been completed with Eclipse
establishing a new relationship with Hoffmann which is one of the largest
industrial distribution groups in Europe.

                                       14
<PAGE>



Robert Sorby
------------

Focus continues to be maintained on the key markets of the USA, Canada, UK and
Ireland. This sales coverage has been further augmented by the development of
new dealers in both Norway and Austria.

A new video covering our collection of specialist tools has been finalized and
is now available for sale. We continued with our editorials on the recently
introduced "Easyheader Tools" in woodworking magazines. At the same time our
advertising promotion on the new eccentric chuck provoked considerable interest
which we anticipate will result in follow through sales.

We had demonstrations in the UK, Ireland, Australia and Germany which gave us
significant orders in quarter three.

The retail store, "Turners Retreat", is continuing to develop on the back of an
improvement in higher margin mail order sales.

Bowers
------

Profits for the quarter were once again ahead of forecast, due to a strong
performance from the export side of the business and the maintenance of margins.

The new two part Smart Plug has been received well and we look forward to
improving sales in the coming months.

We continue to keep tight cost controls in the business and optimize our
inventories to maximize profitability.

S&J France
----------

The two key elements in sales growth were incremental sales to Castorama and the
launch of the new Cottage range of garden tools which, following on from an
encouraging performance in Q2, again generated significant sales in the most
recent quarter.

                                       15
<PAGE>



Spear & Jackson Australia and Spear & Jackson New Zealand
---------------------------------------------------------

Both S&J Australia and S&J New Zealand continue to out perform their current
year sales targets and prior period performances.

Megapro
-------

Sales for the acquired Megapro businesses in the nine months ended June 30, 2003
were $0.9 million and $0.3 million for the quarter ending on that date.

COSTS OF GOODS SOLD AND GROSS PROFIT

Costs of goods sold increased to $49,370 in the nine-month period ended June 30,
2003 from $46,544 in the nine months ended June 30, 2002. In the three months
ended June 30, 2003 costs of goods sold rose to $16,886 from $16,211 in the
third quarter of 2002.

Costs of goods sold as a percentage of sales decreased to 65.4% during the first
nine months of 2003 compared to 68.2% during the nine months ending June 30,
2002. Similarly, costs of goods sold as a percentage of sales fell to 65.1% in
the three months ended June 30, 2003 from 67.0% in the comparable quarter in
2002.

These movements reflect more favorable sales mixes, focus on strict product cost
control and the benefit derived in 2003 from the closure of the loss making
calibration business division in September 2002.

Current year gross profit percentages and their prior period comparatives are
therefore as follows: quarter ended June 30, 2003: 34.9% (2002: 33.0%), nine
months ended June 30, 2003: 34.6% (2002: 31.8%).

We will continue to monitor and evaluate means of maintaining and improving
current sales mixes and of further reducing costs of goods sold across all our
principal trading operations to avoid any margin erosion.

EXPENSES

Selling, general and administrative expenses decreased by $562 from $20,275 in
the nine months ended June 30, 2002 to $19,713 in the nine months ending June
30, 2003.


                                       16
<PAGE>



The net movement of $562 comprises increases relating to adverse exchange
fluctuations of $1.9 million (caused by the movement in the US$/(pound) cross
rate between the two periods) and additional overheads of $0.9 million in
acquired companies. These increases have been mitigated by the significant cost
saving accruing from the staff reduction programs implemented in the Neill Tools
and Eclipse Magnetics divisions in September 2002, payroll reductions following
the reorganization of senior management, pension cost reductions, the
reorganization of the purchasing and customer service departments and the
continued rigorous control of costs and non-essential expenditure.

In the three months ended June 30, 2003, selling, general and administrative
expenses have decreased by $653 over the comparable three months last year. The
net decrease is attributable to adverse exchange movements of $0.6 million, and
decreases of $1.3 million relating to increases in acquired businesses offset by
the three months benefit of the cost saving initiatives outlined above.
Expressed as a percentage of sales, selling, general and administration expenses
were 26.1% of revenues for the nine months ended June 30, 2003 (2002: 29.7%) and
24.2% of revenues for the quarter ended June 30, 2003 (2002: 28.7%).

Other income and expenses reduced from a net expense of $83 in the nine months
ended June 30, 2002 to a net expense of $52 in the nine months ended June 30,
2003. 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.

In the quarter ended June 30, 2003, there was net other expense of $32k compared
to net income of $41 for the three months to June 30, 2002. This increase
relates to the receipt of interest in 2002 on the maturity of bank deposits for
which there is no comparable item in 2003.

INCOME BEFORE INCOME TAXES

Our income before income taxes in the nine months to June 30, 2003 amounted to
$6,372. This compares to an income before taxes for the nine months ended June
30, 2002 of $1,378. As discussed above, this increase in profitability is
derived from improvements in gross margins and the ongoing benefits arising from
overhead cost savings.

In the quarter ended June 30, 2003, income before income taxes was $2,758
compared to a profit of $1,091 in the three months to June 30, 2002. The
improvement of $1,667 is again attributable to increased sales margins and
continued overhead reductions.


                                       17
<PAGE>


INCOME TAX

Income taxes were $1,791 in the nine months to June 30, 2003 compared to a $578
income tax charge in the nine months ending June 30, 2002. The provision for
income taxes in the quarter ended June 30, 2003 was $832; an increase of $449 on
the provision made in the three months to June 30, 2002.

Income taxes were 28.1% of profits before tax in the nine months to June 30,
2003 as opposed to $41.9% of the profit before income taxes in the nine months
ended June 30, 2002. Tax for the quarter ending June 30 was 30.2% of profits in
2003 and 35.1% in 2002.

Differences between the effective rate and the statutory rate of taxation result
from tax charges in certain overseas subsidiaries within the Spear & Jackson
group being taxed at rates different from the effective rate, the utilization of
tax losses which are not recognized 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 significant element of
the tax charge for the nine months ended June 30, 2003 will result in the
payment of income tax.

NET PROFIT

Our net profit after income taxes was $4,581 for the nine months ended June 30,
2003. This compares to a profit after income taxes of $800 for the same period
in 2002. In the quarter ended June 30, 2003, net profit amounted to $1,926. This
compares to a profit of $708 arising in the comparable quarter last year.

FINANCIAL CONDITION

Liquidity and Capital Resources

Our cash position was $8,307 at June 30, 2003 and our net assets were $63,114 at
that date.

Net cash generated from operating activities in the nine month period to June
30, 2003 was $5,626 compared to an operating cash generation of $2,364 in the
nine months ended June 30, 2002. This improvement of $3,262 in 2003 arises from
the significant increase in net income (adjusted for depreciation and deferred
taxes) of $4.9 million and trade working capital inflows relating to improved
receivables collections of $1.8 million offset by a trade payables decrease of
$1.6 million, an increase in inventories of $4.2 million and a decrease in other
creditors of $1.2 million. The inventory increase arises in Spear & Jackson's
Australian subsidiary (stock build to service Q4 sales) and in the UK hand and
garden tools business (stock builds in advance of holidays and shut downs).


                                       18
<PAGE>


Other working capital movements include favorable movements in other current and
non-current liabilities of $3.7 million, which, in the main, are associated with
the increases in leasing liabilities following the replacement of the UK leased
vehicle fleet in January 2003 and the impact in 2002 of a $3 million loan to the
former parent of Spear & Jackson plc.

Cash outflow from investing activities was $2,520 in the period to June 30,
2003. This compares to an outflow from investing activities in the period to
June 30, 2002 of $792. Net cash used in investing activities in 2003 includes
$2,690 of capital expenditure (2002: $792) which relates principally to the
replacement of the UK car fleet under capitalized operating leases and the
purchase of computer equipment in Australia.

Net cash absorbed by financing activities was $1,481 in the period to June 30,
2003 compared to net cash absorbed by financing activities in the period to June
30, 2002 of $160. Cash utilized by financing activities in the period to June
30, 2003 includes the repayment of overdrafts in Australia of approximately $1
million, the repayment of a shareholder loan of $60 and the repayment of the
promissory notes issued to the vendors of Spear & Jackson plc and Bowers Group
plc which formed part of the purchase consideration of those companies. The cash
provided by financing activities in the period to June 30, 2002 comprises
overdraft and loan repayments of $160.

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 in the US, UK, France, Australia and New Zealand.

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 non specific terms of repayment.

Mr. Robert Jeffrey, another of our shareholders, had previously advanced to us
an unsecured loan at an interest rate of 10.25% per annum, repayable on demand.
This loan was repaid during the period ended June 30, 2003.

Mega Tools Limited, which formed part of the deemed Megapro Tools, Inc.
acquisition in September 2002, 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. This loan was also repaid in
the period ended June 30, 2003.

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.


                                       19
<PAGE>



The financing of new product 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 Spear & Jackson, Bowers or Megapro
operations, we do not require additional financing in order to sustain our
present business operations.

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/A for the year ended September 30, 2002 which was filed in
May 2003. 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 recognized under SFAS No. 72. Transition
provisions for previously recognized unidentifiable intangible assets were
effective on October 1, 2002. The effects of implementation had no impact on the
Company's consolidated financial statements.

                                       20
<PAGE>

In May 2003, the FASB issued SFAS No. 150, (Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity). The Standard
specifies that instruments within its scope embody obligations of the issues and
therefore, the issuer must classify them as liabilities. The Standard is
effective July 1, 2003. The Standard will have no material effect on the
Company's financial position.

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.

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     302 Certification of Chief Executive Officer

99.2     302 Certification of Chief Accounting Officer

99.3     906 Certification of Chief Executive Officer

99.4     906 Certification of Chief Accounting Officer


                                       21
<PAGE>


(b)  Reports on Form 8-K

None


                                   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: August 5, 2003
         ----------------
         Dennis Crowley
         Chief Executive Officer











                                       22