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

                                  FORM 10-QSB/A

                                (Amendment No 2)

                                   (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 0-32013

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


Nevada                                            91-2037081
----------                                      ---------------
(State of other jurisdiction of                (I.R.S. Employer
incorporation or organisation)              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>



EXPLANATORY NOTE

On January 13, 2003, Spear & Jackson Inc. ("the Company") filed its annual
report on Form 10-KSB for the fiscal year ended September 30, 2002. On May 28,
2003 the Company filed Amendment No. 1 to the Annual Report on Form 10-KSB for
the fiscal year ended September 30, 2002. The amendment restated the original
Form 10-KSB in order to re-present the acquisition of Spear & Jackson plc and
Bowers Group plc by Megapro Tools, Inc. as a reverse takeover. As a result of
this revision, Amendment 1 to the Quarterly Report on form 10-QSB for the three
months ended December 31, 2002 was also filed on May 28, 2003 to restate the
quarterly financial statements for that period under the revised basis of
consolidation.

Amendment No. 2 to the Annual Report on Form 10-KSB for the year ended September
30, 2002 was filed on December 29, 2003 in order to amend and restate the
consolidated financial statements for both the year ended September 30, 2002 and
the year ended September 30, 2001. Adjustments that impacted the Consolidated
Statement of Operations, the Consolidated Balance Sheet and the Consolidated
Statement of Changes in Shareholders' Equity for the year ended September 30,
2002 also affected the previously filed forms 10-QSB and 10-QSB/A for the
quarters ended December 31, 2002, March 31, 2003 and June 30, 2003. These
quarterly returns have accordingly been restated.

This Amendment No.2 to the Quarterly Return on Form 10-QSB for the three months
ended December 31, 2002, is therefore being filed to restate the financial
statements and supplemental disclosures as follows:

PART I
Item 1 - Financial Statements

1.       The presentation of the Company's UK defined benefit pension plan has
         been restated. The adjustments required arose from errors and omissions
         in the calculations that were prepared by the Company's actuaries when
         producing the pension plan disclosures that were originally included in
         Amendment 1 to Form 10-KSB for the year ended September 30, 2002.
         The errors and omissions comprised:

a)                Overstatements in the calculation of the market related value
                  of assets, which meant that additional unrecognized actuarial
                  losses should have been amortized in the consolidated income
                  statement for the years ended September 30, 2002 and September
                  30, 2001.


b)                At September 30, 2002, no comparison of the fair value of plan
                  assets to the accumulated benefit obligation ("ABO") was
                  performed. Consequently a pension prepayment was incorrectly
                  recognized in the consolidated balance sheet despite the ABO
                  being in excess of the fair value of plan assets. The 2002
                  consolidated balance sheet was therefore amended to properly
                  record an additional minimum pension liability equivalent to
                  the shortfall of plan assets compared to the plan's ABO.

c)                The pension disclosures at September 30, 2001 were also
                  reconsidered and an additional minimum pension liability was
                  recognized in respect of that year also.

Item (a) impacted the previously reported figure for Selling, General and
Administrative expenses ("SG&A")and also the tax charge for the year. Item (b)
resulted in the previously disclosed pension asset of $14,962 being presented as
a pension liability of $20,442 with corresponding debit entries being made to
deferred taxation of $10,621 and to the "Other Comprehensive Income (Loss)"
caption within shareholders' equity of $24,343. The 2001 ABO pension
adjustments, item (c), were reflected in the consolidated statement of changes
in shareholders' equity for the year ended September 30, 2001. They also
affected the SFAS 87 charges for 2002 and subsequent years.

                                       2

<PAGE>

These adjustments also impact on the previously submitted financial statements
for the three months ended December 31, 2002 and 2001 as follows. Item (a)
reduced the figure for retained profits brought forward at October 1, 2002, as
originally stated, by $440 with $628 being credited to the pension liability and
$188 debited to the deferred tax asset brought forward at October 1, 2002. Items
(b) and (c) resulted in the previously disclosed pension asset of $16,337 being
presented as a pension liability of $20,345 with corresponding debit entries
being made to deferred taxation of $11,005 and to the "Other Comprehensive
Income (Loss)" caption within shareholders' equity of $25,237.

2.       The fair value of the consideration for the deemed acquisition of
         Megapro Tools, Inc. was revised. This resulted in goodwill of $1,138
         being recognized which was then written off following a goodwill
         impairment review. With regard to the financial statements for the
         three months ended December 31, 2002, retained profits brought forward
         at October 1, 2002 were correspondingly reduced by this amount.

3.       Sales rebates totalling $814 in the three months ended December 31,
         2002 and $702 in the three months ended December 31, 2001, which were
         previously presented as a component of SG&A expense, have been
         reanalyzed and are now shown as a reduction to sales.

4.       Expanded disclosures were included in "Other Comprehensive Income" in
         respect of unrealized gains and losses on derivative instruments to
         provide the quantified disclosures required by paragraphs 45-47 of SFAS
         133.

5.       Additional detailed segmental analysis disclosure.

6.       Additional contingencies disclosure. This has been done to supplement
         the original presentation and to ensure consistency with the footnote
         incorporated in the financial statements for the year ended September
         30, 2002 which were included in Form 10-KSB/A (Amendment No 2) which
         was filed on December 29, 2003.

In addition to the above, following the disposal of the Company's Megapro
screwdriver division in September 2003, the results of that business were
re-classified as discontinued operations in the Company's Consolidated Statement
of Operations for the year ended September 30, 2003. The Consolidated Statements
of Operations for the quarters ended December 31, 2002, March 31, 2003 and June
30, 2003 have also been revised to incorporate a similar re-classification of
operations.

PART I
Item 2 - Management's Discussion and Analysis or Plan of Operation

Management's Discussion and Analysis or Plan of Operation has been extended to
include:
(a)  a discussion of critical accounting policies;
(b)  additional narrative concerning the disposal of the Megapro Screwdriver
     division and its presentation as a discontinued operation in the financial
     statements attached hereto.

PART II
Item 1

(a) additional contingencies discussion

The remaining disclosures contained within this Amendment consist of all other
disclosures originally contained in the Company's Quarterly Report on Form
10-QSB for the quarter ended December 31, 2002 in the form filed with the
Securities and Exchange Commission ("SEC") on February 7, 2003, as amended by
Amendment No. 1 to the Quarterly Report on Form 10-QSB for the quarter ended
December 31, 2002 as filed with the SEC on May 28, 2003.

Other disclosures as originally included in the Company's Quarterly Report on
Form 10-QSB and Amendment No. 1 to the Company's Quarterly Report on Form
10-QSB/A for the three months ended December 31, 2002 are not amended hereby,
but are included for the convenience of the reader.

                                       3

<PAGE>

In order to preserve the nature and character of the disclosures set forth in
the Company's Quarterly Report on Form 10-QSB/A for the quarter ended December
31, 2002, as originally filed, except as expressly noted herein, this report
speaks as of the date of the original filing, and we have not updated the
disclosures in this report to speak as of a later date.

Therefore, while this report primarily relates to the historical periods
covered, events may have taken place since the original filing that might have
been reflected in this report if they had taken place prior to the original
filing. All information contained in this Amendment No. 2 is subject to updating
and supplementing as provided in our reports filed with the Securities and
Exchange Commission subsequent to the date of the original filing of the
Quarterly Report on Form 10-QSB for the quarter ended December 31, 2002.















                                       4

<PAGE>



                              Spear & Jackson, Inc.


                                      INDEX



PART I. FINANCIAL INFORMATION
                                                                     Page Number
Item 1  Financial Statements (Unaudited)

        Consolidated Balance Sheet December 31, 2002                    F-1

        Consolidated Statements of Operations - Three Months
        ended December 31, 2002 and 2001                                F-2

        Consolidated Statements of Comprehensive Income (Loss) -
        Three Months ended December 31, 2002 and 2001                   F-3

        Consolidated Statements of Cash Flows - Three Months ended
        December 31, 2002 and 2001.                                     F-4

        Notes to Consolidated Financial Statements                      F-5

Item 2  Management's Discussion and Analysis or
        Plan of Operation                                                 6

Item 3  Controls and Procedures                                          17

PART II OTHER INFORMATION

Item 1  Legal Proceedings                                                17

Item 2  Changes in Securities and Use of Proceeds                        17

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

                                       5

<PAGE>

                              SPEAR & JACKSON, INC.

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                 (in thousands)

                                                        At December 31,
                                                              2002
                                                        ---------------
                                                           (Restated)
                      ASSETS
Current assets:
 Cash and cash equivalents                              $        8,116
 Trade receivables, net                                         16,617
 Inventories                                                    22,754
 Other current assets                                            1,121
                                                        ---------------
Total current assets                                            48,608

Property, plant and equipment, net                              19,025
Deferred taxation                                                9,890
Investments                                                        143
                                                        ---------------
Total assets                                            $       77,666
                                                        ===============


                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Notes payable                                          $           47
 Short term debt                                                    60
 Trade accounts payable                                         11,774
 Accued expenses and other liabilities                          12,776
 Directors loan payable                                            100
 Foreign taxes payable                                              71
                                                        ---------------
Total current liabilities                                       24,828
Other liabilities                                                  942
Pension liability                                               20,345
                                                        ---------------
Total liabilities                                               46,115
                                                        ---------------
Stockholders' equity:
 Common stock                                                       12
 Additional paid in capital                                     51,590
 Accumulated other comprehensive income:
  Pension additional minimum liability                         (25,237)
  Foreign currency translation adjustment                        4,995
  Unrealized losses on derivative instruments                       (7)
 Retained earnings                                                 198
                                                        ---------------
                                                                31,551
                                                        ---------------

Total stockholders' equity                              $       77,666
                                                        ===============




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

                                      F-1

<PAGE>


                             SPEAR & JACKSON, INC.


                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                   (Unaudited)


                                 (in thousands)


                                                 For the Three Months Ended
                                                 December 31,     December 31,
                                                    2002              2001
                                              --------------- ------------------
                                                  (Restated)     (Restated)

Net sales                                     $       22,182  $          20,516
Cost of goods sold                                    15,250             14,886
                                              --------------- ------------------
Gross profit                                           6,932              5,630

Operating costs and expenses:
Selling, general and administrative expenses           5,376              5,935
                                              --------------- ------------------
Operating income                                       1,556               (305)

Other income (expense)
Royalties                                                 12               -
Rental income                                             33                 30
Interest and bank charges (net)                          (32)               (88)
                                              --------------- ------------------

Income from continuing operations
 before income taxes                                   1,569               (363)
Provision for income taxes                              (386)                58
                                              --------------- ------------------

Income (loss) from continuing operations               1,183               (305)
                                              --------------- ------------------

Discontinued operations:

Income from operations of Megapro
 screwdriver division (including taxation
 of $0)                                                   28               -
                                              --------------- ------------------
Income from discontinued operations                       28               -
                                              --------------- ------------------

Net income                                    $        1,211  $            (305)
                                              =============== ==================

Basic and diluted earnings per share:

From continuing operations                             $0.10             $(0.09)

From discontinued operations                            0.00               0.00
                                              --------------- ------------------
Total                                                  $0.10             $(0.09)
                                              =============== ==================

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


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

                                      F-2

<PAGE>


                              SPEAR & JACKSON, INC.


             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


                                   (Unaudited)


                                 (in thousands)



                                                For the Three     For the Three
                                                Months Ended      Months Ended
                                                 December 31,     December 31,
                                                    2002              2001
                                               ---------------   ---------------
                                                 (Restated)         (Restated)

Net income (loss)                              $        1,211     $        (305)

Other comprehensive income (loss)

   Additional minimum pension liability                  (894)              165
   Foreign currency translation adjustments             1,939              (830)
   Unrealized losses on derivative
    instruments                                            (9)              (72)
                                               ---------------   ---------------
Total comprehensive income (loss)              $        2,247    $       (1,042)
                                               ===============   ===============











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

                                      F-3




<PAGE>

                              SPEAR & JACKSON, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                       For the Three Months Ended
                                                                      December 31,    December 31,
                                                                        2002              2001
                                                                   ----------------- -----------------
                                                                       (Restated)        (Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>               <C>
Net income (loss)                                                  $          1,211  $           (305)
Adjustments to reconcile net income (loss)to net cash
provided by 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
Contributions paid to pension plan                                             (725)             (798)
(Decrease) increase in other non-current liabilities                           (100)               55
Increase in trade accounts payable                                            3,077             2,524
Decrease in accrued expenses and other liabilities                           (1,182)             (827)
Increase in foreign taxes payable                                                31               128
Decrease in other liabilities                                                   (48)              (36)
                                                                   ----------------- -----------------
NET CASH  PROVIDED BY  OPERATING ACTIVITIES                                   3,030             1,405
                                                                   ----------------- -----------------

INVESTING ACTIVITIES:
Purchases of property, plant and equipment                                     (183)             (154)
                                                                   ----------------- -----------------
NET CASH USED IN INVESTING ACTIVITIES                                          (183)             (154)
                                                                   ----------------- -----------------

FINANCING ACTIVITIES:
Repayment of long-term debt                                                      (2)               (3)
(Repayment of) increase in overdraft                                         (1,253)              279
                                                                   ----------------- -----------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                          (1,255)              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
                                                                   ================= =================



</TABLE>


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

                                      F-4

<PAGE>



                              SPEAR & JACKSON, INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                          (in thousands except shares)

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 and J  Acquisition
Corp.,  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.

As further  explained in note 4, below,  the purchase of Spear & Jackson plc and
Bowers Group plc by Megapro  Tools,  Inc. (now Spear & Jackson,  Inc.) which was
completed on September 6, 2002 was treated as a reverse acquisition.

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's management believes that 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 December 31, 2001 and cash flows for the periods
ended December 31, 2002 and December 31, 2001 have been included and that the
disclosures are adequate to make the information presented not misleading.

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 year then ended.

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 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.

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.

                                      F-5

<PAGE>


                              SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)


Note 2 - Recently Issued 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 2002, 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.

Note 3 - 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. 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.

                                      F-6

<PAGE>


                              SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)

Note 3 - Critical Accounting Policies  - continued

         As disclosed in the annual report on Form 10-KSB/A for the fiscal year
ended September 30, 2002, the discussion and analysis of our financial condition
and results of operations are based upon our consolidated financial statements.
These have been prepared in conformity with accounting principles generally
accepted in the United States. The preparation of the financial statements
requires us to make estimates and assumptions and adopt accounting policies that
affect the reported amounts of assets, liabilities, revenues and expenses as
disclosed in those financial statements. These judgements can be subjective and
complex, and consequently actual results could differ from those estimates. Our
most critical accounting policies relate to revenue recognition; foreign
exchange risk; inventory and pension and other post-retirement benefit costs.
Since September 30, 2002, there have been no changes in our critical accounting
policies and no significant changes to the assumptions and estimates related to
them.


Note 4 - Nature of Business

         The Company 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 entered into an exclusive North American license agreement
with the patent holder of a retracting cartridge type screwdriver. This license
agreement gave 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. manufactured and marketed the drivers
to customers in the United States and Canada.

         With effect from September 30, 2003 the Company exited its screwdriver
operations following the sale of the trade and net assets of Mega Tools USA,
Inc. and Mega Tools Ltd.

         On September 6, 2002 the Company acquired the entire issued share
capital of Spear & Jackson plc and Bowers Group plc. 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. was 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) were
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.

                                      F-7

<PAGE>

                              SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)
Note 5 - Commitments and Contingencies


         From time to time, the Company is also subject to legal proceedings and
claims arising from the conduct of its business operations, including litigation
related to personal injury claims, customer contract matters, employment claims
and environmental matters. While it is impossible to ascertain the ultimate
legal and financial liability with respect to contingent liabilities, including
lawsuits, the Company believes that the aggregate amount of such liabilities, if
any, in excess of amounts accrued or covered by insurance, will not have a
material adverse effect on the consolidated financial position or results of
operation of the Company.


Note 6 - Segment Data

         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, USA and Australasia.

         Given below are summaries of the significant accounts and balances by
business segment and by geographical location, reconciled to the consolidated
totals. In both periods, 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 summaries
also provide an analysis of the accounts and balances between continuing and
discontinued operations.

         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.



                                      F-8

<PAGE>
                              SPEAR & JACKSON, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Continued)

                          (in thousands except shares)

Note 6--Segment Data - continued

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


                                Sales              Long-lived Assets (a)
                        -----------------------   -----------------------
                          Three Months Ended        Three Months Ended
                       December 31, December 31,  December 31, December 31,
                           2002         2001           2002        2001
                        ----------- ------------  ----------- -----------
  Hand & garden tools   $   16,693  $   14,765    $    6,531  $   10,479
  Metrology tools            3,327       3,602         2,389       2,502
  Magnetic products          2,162       2,149           887       1,080
  Screwdrivers                 335        -              194        -
  Corporate                   -           -            9,024       8,365
                        ----------- -----------   ----------- -----------
     Total              $   22,517  $   20,516    $   19,025  $   22,426
                        =========== ===========   =========== ===========

Attributable to:
Continuing operations   $   22,182  $   20,516    $   18,831  $   22,426
Discontinued operations        335        -              194        -
                        ----------- -----------   ----------- -----------
                        $   22,517  $   20,516    $   19,025  $   22,426
                        =========== ===========   =========== ===========

                              Depreciation          Capital expenditure
                        -----------------------   -----------------------
                          Three Months Ended        Three Months Ended
                       December 31, December 31,  December 31, December 31,
                            2002         2001          2002        2001
                        ----------- -----------   ----------- -----------
  Hand & garden tools   $      486  $      502    $      165  $      154
  Metrology tools              101         106            18        -
  Magnetic products             62          66          -           -
  Screwdrivers                   2        -             -           -
  Corporate                     49          47          -           -
                        ----------- -----------   ----------- -----------
     Total              $      700  $      721    $      183  $      154
                        =========== ===========   =========== ===========

Attributable to:
Continuing operations   $      698  $      721    $      183  $      154
Discontinued operations          2        -             -           -
                        ----------- -----------   ----------- -----------
                        $      700  $      721    $      183  $      154
                        =========== ===========   =========== ===========

                           Operating Income           Net Interest
                        -----------------------   -----------------------
                          Three Months Ended        Three Months Ended
                        December 31, December 31, December 31, December 31,
                           2002         2001           2002        2001
                        ----------- -----------   ----------- -----------
  Hand & garden tools   $    1,103  $     (189)   $      (19) $      (59)
  Metrology tools              298         289            (5)         (3)
  Magnetic products            346        (178)           (2)         (2)
  Screwdrivers                  35           -            (7)          -
  Corporate                   (191)       (227)           (6)        (24)
                        ----------- -----------   ----------- -----------
     Total              $    1,591  $     (305)   $      (39) $      (88)
                        =========== ===========   =========== ===========
Attributable to:
Continuing operations   $    1,556  $     (305)   $      (32) $      (88)
Discontinued operations         35        -               (7)       -
                        ----------- -----------   ----------- -----------
                        $    1,591  $     (305)   $      (39) $      (88)
                        =========== ===========   =========== ===========


(a) Represents property, plant and equipment, net.

                                      F-9

<PAGE>

                              SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)

Note 6 - Segment Data - continued

The following table presents certain data by geographic areas (in thousands):


                                Sales (a)          Long-lived Assets (b)
                        -----------------------   -------------------------
                           Three Months Ended        Three Months Ended
                       December 31, December 31,   December 31, December 31,
                           2002         2001           2002        2001
                        ---------- ------------   ------------ ------------
  United Kingdom        $  10,639  $    10,119    $    17,044  $    20,865
  Europe                    3,910        3,601          1,193        1,068
  Australasia               5,138        3,925            585          493
  North America             1,897        1,723            203         -
  Other                       933        1,148           -            -
                        ---------- ------------   ------------ ------------
     Total              $  22,517  $    20,516    $    19,025  $    22,426
                        ========== ============   ============ ============
Attributable to:
Continuing operations   $  22,182  $    20,516    $    18,831  $    22,426
Discontinued operations       335         -               194         -
                        ---------- ------------   ------------ ------------
                        $  22,517  $    20,516    $    19,025  $    22,426
                        ========== ============   ============ ============

                             Depreciation            Capital expenditure
                        -----------------------   -------------------------
                           Three Months Ended        Three Months Ended
                       December 31,  December 31,  December 31, December 31,
                           2002         2001           2002        2001
                        ---------- ------------   ------------ ------------
  United Kingdom        $     606  $       639    $        38  $       152
  Europe                       25           26             11         -
  Australasia                  65           56            134            2
  North America                 4         -              -            -
                        ---------- ------------   ------------ ------------
     Total              $     700  $       721    $       183  $       154
                        ========== ============   ============ ============
Attributable to:
Continuing operations   $     698  $       721    $       183  $       154
Discontinued operations         2         -              -            -
                        ---------- ------------   ------------ ------------
                        $     700  $       721    $       183  $       154
                        ========== ============   ============ ============

                            Operating income             Net Interest
                        -----------------------   -------------------------
                           Three Months Ended        Three Months Ended
                       December 31, December 31,  December 31, December 31,
                           2002         2001           2002        2001
                        ---------- ------------   ------------ ------------
  United Kingdom        $   1,575  $      (183)   $        (9) $        20
  Europe                      (80)        (259)           (24)         (38)
  Australasia                 302          137             (7)         (30)
  North America              (206)        -                 1         -
                        ---------- ------------   ------------ ------------
     Total              $   1,591  $      (305)   $       (39) $       (88)
                        ========== ============   ============ ============
Attributable to:
Continuing operations   $   1,556  $      (305)   $       (32) $       (88)
Discontinued operations        35         -                (7)        -
                        ---------- ------------   ------------ ------------
                        $   1,591  $      (305)   $       (39) $       (88)
                        ========== ============   ============ ============


(a) Sales are attributed to geographic areas based on the location of the
customers.
(b) Represents property, plant and equipment, net.

                                      F-10

<PAGE>




                              SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)


Note 7 - Restatement of Previously Issued Financial Statements

On January 13, 2003, Spear & Jackson Inc. ("the Company") filed its annual
report on Form 10-KSB for the fiscal year ended September 30, 2002. On May 28,
2003 the Company filed Amendment No. 1 to the Annual Report on Form 10-KSB for
the fiscal year ended September 30, 2002. The amendment restated the original
Form 10-KSB in order to re-present the acquisition of Spear & Jackson plc and
Bowers Group plc by Megapro Tools, Inc. as a reverse takeover. As a result of
this revision, Amendment 1 to the Quarterly Report on form 10-QSB for the three
months ended December 31, 2002 was also filed on May 28, 2003 to restate the
quarterly financial statements for that period under the revised basis of
consolidation.

Amendment No. 2 to the Annual Report on Form 10-KSB for the year ended September
30, 2002 was filed on December 29, 2003 in order to amend and restate the
consolidated financial statements for both the year ended September 30, 2002 and
the year ended September 30, 2001. Adjustments that impacted the Consolidated
Statement of Operations, the Consolidated Balance Sheet and the Consolidated
Statement of Changes in Shareholders' Equity for the year ended September 30,
2002 also affected the previously filed forms 10-QSB and 10-QSB/A for the
quarters ended December 31, 2002, March 31, 2003 and June 30, 2003. These
quarterly returns have accordingly been restated.

Amendments made to form 10-QSB/A (Amendment No1) for the three months ended
December 31, 2002, as filed on May 28, 2003, in respect of the above adjustments
specifically comprise the following:

1.       The presentation of the Company's UK defined benefit pension plan has
         been restated. The adjustments required arose from errors and omissions
         in the calculations that were prepared by the Company's actuaries when
         producing the pension plan disclosures that were originally included in
         Amendment 1 to Form 10-KSB for the year ended September 30, 2002.
         The errors and omissions comprised:

a)                Overstatements in the calculation of the market related value
                  of assets, which meant that additional unrecognized actuarial
                  losses should have been amortized in the consolidated income
                  statement for the years ended September 30, 2002 and September
                  30, 2001.


b)                At September 30, 2002, no comparison of the fair value of plan
                  assets to the accumulated benefit obligation ("ABO") was
                  performed. Consequently a pension prepayment was incorrectly
                  recognized in the consolidated balance sheet despite the ABO
                  being in excess of the fair value of plan assets. The 2002
                  consolidated balance sheet was therefore amended to properly
                  record an additional minimum pension liability equivalent to
                  the shortfall of plan assets compared to the plan's ABO.

c)                The pension disclosures at September 30, 2001 were also
                  reconsidered and an additional minimum pension liability was
                  recognized in respect of that year also.

         At September 30, 2002, item (a) impacted the previously reported figure
         for SGA expenses and also the tax charge for the year. Item (b)
         resulted in the previously disclosed pension asset of $14,962 being
         presented as a pension liability of $20,442 with corresponding debit
         entries being made to deferred taxation of $10,621 and to the "Other
         Comprehensive Income (Loss)" caption within shareholders' equity of
         $24,343. The 2001 ABO pension adjustments, item (c), were reflected in
         the consolidated statement of changes in shareholders' equity for the
         year ended September 30, 2001. They also affected the SFAS 87 charges
         for 2002 and subsequent years.

                                      F-11

<PAGE>

                              SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)


Note 7 - Restatement of Previously Issued Financial Statements - continued

         These adjustments also impact on the previously submitted financial
         statements for the three months ended December 31, 2002 as follows.
         Item (a) reduced the figure for retained profits brought forward at
         October 1, 2002, as originally stated, by $440 with $628 being credited
         to the brought forward pension liability and $188 being debited to the
         deferred tax asset at October 1, 2002. Items (b) and (c) resulted in
         the previously disclosed pension asset of $16,337 at December 31, 2002
         being presented as a pension liability of $20,345 with corresponding
         debit entries being made to deferred taxation of $11,005 and to the
         "Other Comprehensive Income (Loss)" caption within shareholders' equity
         of $25,237.


2.       The fair value of the consideration for the deemed acquisition of
         Megapro Tools, Inc. was revised. This resulted in goodwill of $1,138
         being recognized which was then written off following a goodwill
         impairment review. With regard to the financial statements for the
         three months ended December 31, 2002, retained profits brought forward
         at October 1, 2002 were correspondingly reduced by this amount.

3.       Sales rebates totaling $814 in the three months ended December 31, 2002
         and $702 in the three months ended December 31, 2001, which were
         previously presented as a component of SG&A expense, have been
         reanalyzed and are now shown as a reduction to sales.


4.       Expanded disclosures were included in "Other Comprehensive Income" in
         respect of unrealized gains and losses on derivative instruments to
         provide the quantified disclosures required by paragraphs 45-47 of SFAS
         133.

5.       Additional detailed segmental analysis disclosure.


6.       Additional contingencies disclosure. This has been done to supplement
         the original presentation and to ensure consistency with the footnote
         included in the financial statements for the year ended September 30,
         2002 which were incorporated in Form 10-KSB/A (Amendment No 2) which
         was filed on December 29, 2003.

In addition to the above, following the disposal of the Company's Megapro
screwdriver division in September 2003, the results of that business were
re-classified as discontinued operations in the Company's Consolidated Statement
of Operations for the year ended September 30, 2003. The Consolidated Statements
of Operations for the quarters ended December 31, 2002, March 31, 2003 and June
30, 2003 have also been revised to incorporate a similar re-classification of
operations.

The following tables present the Consolidated Statements of Operations for the
three months ended December 31, 2002 and for the three months ended December, 31
2001, together with the Consolidated Balance Sheet as at December 31, 2002, as
previously reported and as restated. The financial information is presented in
thousands, except for per share data.

                                      F-12

<PAGE>

                             SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)




Spear & Jackson, Inc.
Consolidated Statement of Operations

<TABLE>
<CAPTION>

                                                                    For the Three Months Ended

                                                                            December 31, 2002
                                                   -----------------------------------------------------------------
                                                   As Previously     As Restated      Discontinued     As Restated
                                                     Reported     Before Disclosure    Operations    After Disclosure
                                                                   Of Discontinued                   Of Discontinued
                                                                     Operations                         Operations
                                                   -------------- ------------------ ------------- ------------------
<S>                                                <C>            <C>                <C>           <C>
Net sales                                          $      23,331  $          22,517  $       (335) $          22,182
Cost of goods sold                                        15,476             15,476          (226)            15,250
                                                   -------------- ------------------ ------------- ------------------
Gross profit                                               7,855              7,041          (109)             6,932

Operating costs and expenses:
Selling, general and administrative expenses               6,264              5,450           (74)             5,376
                                                   -------------- ------------------ ------------- ------------------
Operating income (loss) from continuing operations         1,591              1,591           (35)             1,556

Other income (expense)
Royalties (net)                                               12                 12          -                    12
Rental income                                                 33                 33          -                    33
Interest and bank charges (net)                              (39)               (39)            7                (32)
                                                   -------------- ------------------ ------------- ------------------

Income (loss) from continuing operations
 before taxation                                           1,597              1,597           (28)             1,569
Provision for income taxes                                  (386)              (386)         -                  (386)
                                                   -------------- ------------------ ------------- ------------------

Income (loss) from continuing operations                   1,211              1,211           (28)             1,183
                                                   -------------- ------------------ ------------- ------------------

Discontinued operations:
 Income from operations of Megapro
 screwdriver division                                       -                  -               28                 28
                                                   -------------- ------------------ ------------- ------------------
Income from discontinued operations                         -                  -               28                 28
                                                   -------------- ------------------ ------------- ------------------

Net income                                         $       1,211  $           1,211  $       -     $           1,211
                                                   ============== ================== ============= ==================

Basic and diluted earnings per share

From continuing operations                                 $0.10              $0.10         $0.00              $0.10
From discontinued operations                               $0.00               0.00          0.00               0.00
                                                   -------------- ------------------ ------------- ------------------
Total                                                      $0.10              $0.10         $0.00              $0.10
                                                   ============== ================== ============= ==================

Weighted average shares outstanding                   12,011,122         12,011,122    12,011,122         12,011,122
                                                   ============== ================== ============= ==================

</TABLE>

                                      F-13

<PAGE>

                              SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)




Spear & Jackson, Inc.
Consolidated Statement of Operations

<TABLE>
<CAPTION>

                                                                        For the Three Months Ended

                                                                            December 31, 2001
                                                   -----------------------------------------------------------------
                                                   As Previously     As Restated    Discontinued     As Restated
                                                     Reported     Before Disclosure  Operations    After Disclosure
                                                                   Of Discontinued                  Of Discontinued
                                                                     Operations                        Operations
                                                   -------------- ------------------ ------------ ------------------
<S>                                                <C>            <C>                <C>          <C>
Net sales                                          $      21,218  $          20,516  $      -     $          20,516
Cost of goods sold                                        14,886             14,886         -                14,886
                                                   -------------- ------------------ ------------ ------------------
Gross profit                                               6,332              5,630         -                 5,630

Operating costs and expenses:
Selling, general and administrative expenses               6,637              5,935         -                 5,935
                                                   -------------- ------------------ ------------ ------------------
Operating loss from continuing operations                   (305)              (305)        -                  (305)

Other income (expense)

Rental income                                                 30                 30         -                    30
Interest and bank charges (net)                              (88)               (88)        -                   (88)
                                                   -------------- ------------------ ------------ ------------------

Loss from continuing operations before taxation             (363)              (363)        -                  (363)
Income tax credit                                             58                 58         -                    58
                                                   -------------- ------------------ ------------ ------------------

Loss from continuing operations                             (305)              (305)        -                  (305)
                                                   -------------- ------------------ ------------ ------------------

Discontinued operations:
 Income from operations of Megapro
 screwdriver division                                       -                  -            -                 -
                                                   -------------- ------------------ ------------ ------------------
Income from discontinued operations                         -                  -            -                 -
                                                   -------------- ------------------ ------------ ------------------

Net loss                                           $        (305) $            (305) $      -     $            (305)
                                                   ============== ================== ============ ==================

Basic and diluted earnings per share:

From continuing operations                                ($0.09)            ($0.09)        $0.00            ($0.09)
From discontinued operations                                0.00               0.00          0.00              0.00
                                                   -------------- ------------------ ------------- -----------------
Total                                                     ($0.09)            ($0.09)        $0.00            ($0.09)
                                                   ============== ================== ============= =================

Weighted average shares outstanding                    3,543,281          3,543,281     3,543,281         3,543,281
                                                   ============== ================== ============= =================

</TABLE>

                                      F-14


<PAGE>

                              SPEAR & JACKSON, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                          (in thousands except shares)




Spear & Jackson, Inc.
Consolidated Balance Sheet

                                                       At December 31, 2003
                                              As Previously         As Restated
                                                Reported
                                             -----------------    --------------
                             ASSETS
Current assets:
 Cash and cash equivalents                   $          8,116     $       8,116
 Trade receivables, net                                16,617            16,617
 Inventories                                           22,754            22,754
 Other current assets                                   1,128             1,121
                                             -----------------    --------------
Total current assets                                   48,615            48,608

Property, plant and equipment, net                     19,025            19,025
Pension asset                                          16,337              -
Deferred taxation                                        -                9,890
Investments                                               143               143
                                             -----------------    --------------
Total assets                                 $         84,120     $      77,666
                                             =================    ==============


                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Notes payable                               $             47     $          47
 Short term debt                                           60                60
 Trade accounts payable                                11,774            11,774
 Accrued expenses and other liabilities                12,773            12,776
 Director's loan payable                                  100               100
 Foreign taxes payable                                     71                71
                                             -----------------    --------------
Total current liabilities                              24,825            24,828
Other liabilities                                         942               942
Pension liability                                        -               20,345
Deferred income taxes                                   1,115              -
                                             -----------------    --------------
Total liabilities                                      26,882            46,115
                                             -----------------    --------------
Stockholders' equity:
 Common stock                                              12                12
 Additional paid in capital                            50,455            51,590
 Accumulated other comprehensive income:
  Pension additional minimum liability                   -              (25,237)
  Foreign currency translation adjustment               4,995             4,995
  Unrealized loss on derivative instruments              -                   (7)
 Retained earnings                                      1,776               198
                                             -----------------    --------------
                                                       57,238            31,551
                                             -----------------    --------------
Total stockholders' equity                   $         84,120     $      77,666
                                             =================    ==============


                                      F-15
<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.

With effect from September 30, 2003 the Company exited its screwdriver
operations following the disposal of the trade and assets of Mega Tools Limited
and Mega Tools, USA, Inc. As a result of the sale the costs and revenues of the
Megapro business have been disclosed as a discontinued operation in the
Consolidated Statement of Operations for the three months ended December 31,
2002.

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:

                                       6

<PAGE>

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

Until the disposal of the screwdriver division in September 2003, the Company
also manufactured and sold a range of patented multi-bit screwdrivers under the
"Megapro" brand name.

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).

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.

                                       7

<PAGE>

(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:

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.

                                       8

<PAGE>

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.

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.

DISCUSSION OF CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States. As such, we are required to
make certain estimates, judgements and assumptions that we believe are
reasonable based upon the information available. These estimates and assumptions
affect the reported amounts of assets and liabilities as of the date of the
consolidated financial statements and the reported amounts of revenues and
expenses during the periods presented. Actual results could differ significantly
from those estimates under different assumptions and conditions.

Management's Discussion and Analysis or Plan of Operations in the Company's 10
KSB/A (Amendment No. 2) filing for the year ended September 30, 2002 included a
detailed discussion which addressed our most critical accounting policies. The
quarterly financial statements for the period ended December 31, 2002, attached
hereto, should therefore be read in conjunction with that discussion. These
policies are those that are most important to the portrayal of our financial
condition and results of operations and which require our most difficult and
subjective judgements, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain. Our most critical accounting
policies are those relating to revenue recognition, foreign exchange risk and
inventory valuation.

In addition, the Company operates a contributory defined benefit pension plan
covering certain of its employees in the United Kingdom based subsidiaries of
Spear & Jackson plc. Several statistical and other factors which attempt to
anticipate future events are used in calculating the expense and liability
related to the plan. These factors include assumptions about the discount rate,
expected return on plan assets and rate of future compensation increases as

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<PAGE>

determined by us, within certain guidelines, and in conjunction with our
actuarial consultants and auditors. Our actuarial consultants also use
subjective factors such as withdrawal and mortality rates to estimate the
expense and liability related to the plan. The actuarial assumptions used by us
may differ significantly, either favorably or unfavorably, from actual results
due to changing market and economic conditions, higher or lower withdrawal rates
or longer or shorter life spans of participants.

Since September 30, 2002 there have been no changes in our critical accounting
policies and no significant change to the assumptions and estimates related to
them.

RESULTS OF OPERATIONS

The results discussed below compare the three months ended December 30, 2002
with the three months ended December 31, 2001. As explained in note 4 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 their deemed acquisition, until September 30, 2003, the
effective date of disposal of the Megapro screwdriver division.

The disposal of the Megapro companies followed a strategic review of the
screwdriver division by the directors of Spear & Jackson, Inc. from which it was
determined that the screwdriver division was not a core activity. As a result of
the sale, the Megapro business was disclosed in the consolidated financial
statements for the years ended September 30, 2003 and September 30, 2002 as a
discontinued operation. The Consolidated Statements of Operations for the three
months ended December 31, 2002 and December 31, 2001 included within the
attached financial statements accordingly adopt this presentation.

All figures are expressed in $'000 unless otherwise stated.

OVERVIEW

Net revenues increased by $1,666 (8.1%) from $20,516 to $22,182 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.

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<PAGE>

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:

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 in line 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.

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<PAGE>

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).

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.

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<PAGE>

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.

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 68.7% in the three months
ended December 31, 2002 from 72.6% in the comparable quarter in 2001.

The Company's overall gross profit percentage was 31.3% in the period ended
December 31, 2002 and 27.4% 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 24.2% of revenues for the three months ended December 31, 2002 and 28.9% 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.

                                       13
<PAGE>

Other income and expenses moved from a net expense of $58 in the three months
ended December 31, 2001 to net income of $13 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 FROM CONTINUING ACTIVITIES BEFORE INCOME TAXES

Our income from continuing activities before income taxes in the period ended
December 31, 2002 amounted to $1,569. 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 ended December 31, 2002
compared to a $58 income tax benefit in the period ended 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.

NET PROFIT FROM CONTINUING ACTIVITIES

Our net profit from continuing activities after income taxes was $1,183 for the
period ended December 31, 2002. This compares to a loss after income taxes of
$305 for the period ended December 31, 2001.

DISCONTINUED OPERATIONS

The discontinued operations refer to the Megapro screwdriver division of Spear &
Jackson, Inc. which was acquired on September 6, 2002 and which was disposed of
with effect from September 30, 2003. The directors of the Company had previously
carried out a goodwill impairment appraisal and a strategic review of the
division in September 2002 and had determined that this division did not
represent a continuing core activity. Various divestment strategies were
considered and as of September 30, 2003 the trade and assets of the principal
Megapro companies were transferred, at their net book value, to a management
buy-in team headed by the managing director of the Megapro business.

                                       14

<PAGE>

Total income attributable to discontinued operations was $28 in the quarter
ended December 31, 2002. There is no comparable item in the quarter 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
$31,551 at that date.

Net cash generated from operating activities in the period ended December 31,
2002 was $3,030 compared to an operating cash generation of $1,405 in the period
ended 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 ended December 31,
2002. This compares to an outflow from investing activities in the period ended
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 ended December 31, 2002 being new computer hardware
in Spear & Jackson's Australian subsidiary.

Net cash absorbed by financing activities was $1,255 in the period ended
December 31, 2002 compared to net cash provided by financing activities in the
period ended December 31, 2001 of $276. Cash utilized by financing activities in
the period ended 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 ended
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.

                                       15

<PAGE>

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 and
medium 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.

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.

                                       16

<PAGE>

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 2002, 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 will adopt any relevant disclosures
provisions in these and future consolidated financial statements.

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, summarized 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

The Company is, from time to time, subject to legal proceedings and claims
arising from the conduct of its business operations, including litigation
related to personal injury claims, customer contract matters, employment claims
and environmental matters. While it is impossible to ascertain the ultimate
legal and financial liability with respect to contingent liabilities, including
lawsuits, the Company believes that the aggregate amount of such liabilities, if
any, in excess of amounts accrued or covered by insurance, will not have a
material adverse effect on the consolidated financial position or results of
operation of the Company.

Item 2.  Changes in Securities and use of Proceeds

None

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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

31.1 302 Certification of Chief Executive Officer

31.2 302 Certification of Chief Accounting Officer

32.1 906 Certification of Chief Executive Officer

32.2 906 Certification of 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.

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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: March 8, 2004
         -----------------

         Dennis Crowley
         Chairman, President and
         Chief Executive Officer
         (Principal Executive Officer)











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