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

                                   FORM 10-QSB

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

                      For the quarter ended March 31, 2003

                                       OR

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

    For the transition period from _____________ to _____________ Commission

                              file number 333-40738

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



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

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

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


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

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

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

Registrant had 12,011,122 shares of Common Stock, $.001 par value per share
outstanding as of April 30, 2003.





<PAGE>


                             Spear & Jackson, Inc.



                                      INDEX

PART I.  FINANCIAL INFORMATION

                                                              Page Number
Item 1. Financial Statements (Unaudited)

  Consolidated Balance Sheet - March 31, 2003                      3

  Consolidated Statements of Operations - Three and Six
   Months Ended March 31, 2003, and 2002.                          4

  Consolidated Statements of Comprehensive Income (Loss)-
   Three and Six Months Ended March 31, 2003, and 2002.            5

  Consolidated Statements of Cash Flows - Three and Six
   Months Ended March 31, 2003, and 2002.                          6

  Notes to Consolidated Financial Statements                     7 - 8

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

Item 3. Controls and Procedures                                    18

PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings                                        18

  Item 2. Changes in Securities and Use of Proceeds                18

  Item 3. Defaults Upon Senior Securities                          18

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

  Item 5. Other Information                                        18

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


SIGNATURES                                                         19

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


                                       2
<PAGE>

                              SPEAR & JACKSON, INC.

                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2003

                                   (Unaudited)
                                 (In thousands)

   ASSETS

Current assets:
 Cash and cash equivalents                                      $  7,330
 Trade receivables, net                                           18,189
 Inventories                                                      23,985
 Other current assets                                              1,115
                                                                 -------
Total current assets                                              50,619

Property, plant and equipment, net                                19,598
Pension assets                                                    16,654
Investments                                                          140
                                                                 -------
                                                                $ 87,011
                                                                 =======


   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Notes payable                                                  $    239
 Current maturities of long-term debt                                  9
 Trade accounts payable                                           11,403
 Accrued expenses and other liabilities                           13,788
 Director's loan payable                                             100
 Foreign taxes payable                                                56
                                                                 -------
Total current liabilities                                         25,595

Long-term debt                                                        10
Other liabilities                                                  1,826
Deferred income taxes                                              1,609
                                                                 -------
Total liabilities                                                 29,040
                                                                 -------
Stockholders' equity:
 Common stock                                                         12
 Additional paid in capital                                       50,455
 Accumulated other comprehensive income
  Foreign currency translation adjustment                          4,284
 Retained earnings                                                 3,220
                                                                 -------
                                                                $ 57,971
                                                                 -------
Total liabilities and stockholders' equity                     $  87,011
                                                                 =======




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

                                       3
<PAGE>


                              SPEAR & JACKSON, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
                                 (In thousands)


                                   For the Three Months   For the Six Months
                                          Ended                 Ended
                                         March 31,             March 31,
                                  ---------------------  ----------------------
                                     2003        2002      2003        2002
                                   ---------   --------   -------    ---------
Net sales                         $ 26,220    $ 22,867   $ 49,555   $  44,086

Cost of goods sold                  17,008      15,447     32,484      30,333
                                   --------    --------   --------   ---------
Gross profit                         9,212       7,420     17,071      13,753

Operating costs and expenses:
Selling, general and
 administrative expenses             7,169       6,704     13,437      13,342
                                   --------    --------   --------   ---------
Operating income                     2,043         716      3,634         411
                                   --------    --------   --------   ---------
Other income (expense):
Royalties (net)                       -           -            12        -
Rental income                           37          31         70          61
Interest and bank charges (net)        (63)        (97)      (102)       (185)
                                   --------    --------   --------   ---------
                                       (26)        (66)       (20)       (124)
                                   --------    --------   --------   ---------
Income before income taxes           2,017         650      3,614         287

Provision for income taxes            (573)       (254)      (959)       (195)
                                   --------    --------   --------   ---------
Net income                        $  1,444    $    396   $  2,655   $      92
                                   ========    ========   ========   =========

Basic and diluted earnings
 per share                        $   0.12    $   0.11   $   0.22   $    0.03
                                   ========    ========   ========   =========
Weighted average shares
 outstanding                     12,013,122   3,543,281  12,012,617  3,543,281
                                 ==========   =========  ==========  =========





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

                                       4
<PAGE>



                             SPEAR & JACKSON, INC.

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                   (Unaudited)

                                 (In thousands)

                                   For the Three Months   For the Six Months
                                          Ended                 Ended
                                         March 31,             March 31,
                                  ---------------------  ----------------------
                                     2003        2002      2003        2002
                                   ---------   --------   -------    ---------
Net income                        $  1,444    $    396   $  2,655   $      92

Other comprehensive income (loss)

 Foreign currency translation
  adjustments                         (711)       (916)     1,228      (1,746)
                                   ---------   --------   -------    ---------
Total comprehensive income (loss) $    733    $   (520)  $  3,883   $  (1,654)
                                   =========   ========   =======    =========






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

                                      5



<PAGE>

                              SPEAR & JACKSON, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

                                                      For the Six Months Ended
                                                              March 31,
                                                      -------------------------
                                                        2003            2002
                                                       --------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                            $ 2,655       $     92
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation                                          1,431          1,407
   Profit on sale of plant, property and equipment        (173)          -
   Deferred income taxes                                   938            195
Changes in operating assets and liabilities,
 excluding the effects of acquisitions and
 dispositions:
   (Increase) in trade receivables                        (115)        (1,382)
   (Increase) in inventories                            (3,285)        (1,079)
   Decrease in other current assets                        178            748
   Increase in other non-current assets                 (1,508)        (1,542)
   Increase in trade accounts payable                    2,624          2,087
   Increase in accrued expenses and other liabilities      641            352
   Increase (decrease) in foreign taxes payable             17            (51)
   Increase (decrease) in other liabilities                947            (47)
                                                        -------       --------
NET CASH PROVIDED BY  OPERATING ACTIVITIES               4,350            780
                                                        -------       --------
INVESTING ACTIVITIES:

Purchases of property, plant and equipment              (2,611)          (217)
Proceeds from sale of property, plant and equipment        170           -
                                                        -------       --------
NET CASH USED IN INVESTING ACTIVITIES                   (2,441)          (217)
                                                        -------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of long-term debt                                 (4)          -
Repayment of overdraft                                  (1,004)          -
Overdraft advances                                        -               324
Repayment of shareholder loan                              (60)          -
Exercise of stock options                                    3           -
                                                        -------       --------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES     (1,065)           324

Effect of exchange rate changes on cash
 and cash equivalents                                     -              (226)
                                                        -------       --------
CHANGE IN CASH AND CASH EQUIVALENTS                        844            661

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         6,486          2,710
                                                        -------       --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 7,330       $  3,371
                                                        =======       ========

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest                                 $     5       $    132
                                                        =======       ========
Cash paid for taxes                                    $     4       $     51
                                                        =======       ========

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

                                      6



<PAGE>

                              SPEAR & JACKSON, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Basis of Presentation

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

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

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

In the opinion of the Company's management, all adjustments necessary to present
fairly the Company's financial position as of March 31, 2003, and the results of
operations for the six-month periods ended March 31, 2003 and 2002 and cash
flows for the periods ended March 31, 2003 and 2002 have been included.

The consolidated financial statements of Spear & Jackson, Inc. are denominated
in US dollars. Changes in exchange rates between the UK pounds 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.

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 annual report
filed on Form 10-KSB for the period then ended.

The results of operations for the six-month period ended March 31,2003 are not
necessarily indicative of the results to be expected for the full year.

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

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


Note 2 - Nature of Business

The Company, Megapro Tools, Inc., was incorporated in the State of Nevada on
December 17, 1998 and was inactive until the acquisition of Mega Tools Ltd. and
Mega Tools USA, Inc. via reverse acquisition on September 30, 1999. The Company
is engaged in the manufacture and sale of a patented multi-bit screwdriver. The
Company has entered into an exclusive North American licence agreement with the
patent holder of a retracting cartridge type screwdriver. This licence agreement
gives the Company unrestricted use of the patent

                                       7
<PAGE>

                              SPEAR & JACKSON, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 - Nature of Business (contd.)

in Canada and the United States until November 8, 2005. The Company's wholly
owned subsidiaries, Mega Tools USA, Inc. and Mega Tools Ltd. manufacture and
market the drivers to customers in the United States and Canada.

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

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

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



                                       8
<PAGE>

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

Forward Looking Statements
--------------------------

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

Overview
--------

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

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

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

                                       9
<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; and
*        Tyzack - builders' tools
*        Megapro - screwdriver products

The principal operating divisions and their key products comprise:

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

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

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

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

* Megapro (screwdrivers)

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

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

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

(b)      Continuous product improvement and innovation.

(c)      Increasing market share by offering highly competitive product
         offerings.

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

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

                                       10

<PAGE>

Recent product announcements include:

A range of power tools and air power tools has been launched 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 mould cases.

All of the new products were presented at the Cologne Show in March, 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.

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, 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.

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

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



RESULTS OF OPERATIONS

The results discussed below compare the three months ended March 31, 2003 with
the three months ended March 31, 2002 and the six months ended March 31, 2003
with the six months ended March 31, 2002. As explained in note 2 to the
financial statements, the acquisition of Spear & Jackson plc and Bowers Group
plc ("S&J") by Megapro Tools, Inc. (now Spear & Jackson, Inc.) has been
accounted for as a reverse acquisition. In these financial statements, S&J is
the operating entity

                                       11

<PAGE>

for financial reporting purposes and the financial statements for all periods
represent S&J's financial position and results of operations. The operating
results and net assets of Megapro Tools, Inc. and its subsidiary companies are
included in the consolidated statements from September 6, 2002, the date of the
S&J acquisition. All figures are expressed in $'000 unless otherwise stated.

OVERVIEW

Net revenues increased by $3,353 (14.7%) from $22,867 to $26,220 in the three
months ended March 31, 2003 compared to the three months ended March 31, 2002.
In the six months to March 31, 2003 net revenues increased by $5,469 (12.4%)
from $44,086 to $49,555 when compared to the six months ended March 31, 2002.

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

DIVISIONAL REVIEW

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

All divisions of Spear & Jackson, Inc. delivered strong trading performances in
the three  months  ended March 31, 2003 and the six-month period ending on that
date.  Summary details are as follows:

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

The Neill Tools business recorded excellent trading results as a consequence of
improved margins, some 2% better than forecast and 5% better than the comparable
period last year.

The division has focused on new product development and this has seen the launch
of a new range of dry lining tools, leather work wear, hand power tools,
spanners, sockets, screwdrivers, pliers and air power tools and compressors. A
strong third quarter is anticipated with these new product ranges allied to
better customer service and support.

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

Financial performance for quarter two showed an increase in operating profits of
10% over the first quarter, giving an 11% return on sales for the company.
Although certain capital projects business has been lost because of the
fragility of the UK industrial market, Eclipse quarter two operating profit was
significantly better than the previous year as a result of improved margins
arising from manufacturing and purchasing efficiencies and good fixed cost
control.

New products and customers were established within the Separation sector of the
business. This supplies the food, pharmaceutical and processing industries with
high added value solutions, winning new contracts from large multinational
clients.

Eclipse has designed and prepared the launch of a new permanent lifting magnet
that has a number of new, patented features. This new product has distinct
advantages over conventional lifting devices and offers the users additional
safety features at competitive prices.

The North American market continued to be a business focus and we have now
introduced new programs with large catalog companies. We also have identified
new partners located across the US to represent the standard range of Eclipse
Magnetics Ltd.

The first phase of the German market entry was completed with Eclipse
establishing a new relationship with Hoffmann which is one of the largest
industrial distribution groups in Europe.


                                       12

<PAGE>

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

Robert Sorby revenues in the six months ended March 31, 2003 showed an increase
over the six months ending March 31, 2002. Q2 sales were 34% higher than those
in Q1 of the current year and were also higher than sales revenues in the three
months ending March 31, 2002.

The company's extensive dealer network and its pro-active consumer marketing
ensures that it remains well positioned to take advantage of market up-turns.

Focus has been maintained on the key markets of the USA, Canada, UK and Ireland.
At the same time we developed new dealers in both Norway and Austria.

In the UK market there was a heavy commitment to consumer promotion through
exhibitions, in-store demonstrations, advertising and our web site.

Sales continued to capitalize on our strength in the lathe chuck market where we
have established ourselves as the leading supplier in the UK market. These now
account for almost 10% of our total sales.

The retail store is continuing to develop and has shown a 16% sales increase on
the back of an improvement in higher margin mail order sales.

The product strategy has been geared towards non `me-too' products which
guarantee a higher gross margin and new products. Of particular note is the
success of the Sandmaster, which is now listed by almost every major dealer
worldwide, and the modular tool rest system. Both of these underline our
commitment to introducing consumer-friendly high margin products.

Bowers
------

Profits for the quarter were once again ahead of forecast, due to a strong
performance from the export side of the business. A successful promotion was run
in some of the major European and Asian markets and this resulted in excellent
sales of the core Bowers ST 3-point bore gauging product.

Sales to the German market continue to grow significantly, despite the poor
state of the German economy. New listings have been obtained with Hoffmann
Group, one of the largest industrial catalogs in Europe, and this trend is
expected to continue. A promotion concentrating on the special products division
has also been running in Canada and this has resulted in sales increasing by
over 400% compared to the same period last year.

The UK market continues to be difficult, particularly for the low-cost items
sold via distribution. While price pressure and reduced inventories continue to
hurt margins and sales, the larger product work with the automotive and military
sectors is showing signs of improvement. Large orders were received from Airbus
in the quarter and a substantial order was also received from KITS and Leeds
College of Technology to equip two new centers of excellence.

With the unstable global situation, the decision to further reduce costs at the
beginning of the quarter has proved to be correct.

A new 180 page catalog was launched in the UK during the quarter with 70% of
the content being new products compared to the previous version 2 years ago.
These include the Checkmatic bench gauge, the Magnacheck large diameter bore
gauge, the Mestra and Vectra height gauges and the Quadratest lever indicator.
Additionally, an entire new range of testing instruments has been introduced.

                                       13

<PAGE>

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

Sales by S&J France showed an 11% increase over the previous year. The two key
elements in this growth were incremental sales to Castorama and the launch of
the new Cottage range of garden tools.

Castorama is the largest `big box retailer' in France with over 160 outlets. We
were successful in introducing 46 new products which are now available through
all their stores. In the first three months of trading 57% of the budgeted
annual sales were achieved.

At the same time there was an extremely successful launch of the new range of
unique garden tools under the Cottage range. This is a collection of smaller
tools aimed primarily at the female market or those working in restricted areas,
like rockeries. This line is now sold through over 300 retail stores and sales
after four months were 70% of the original scheduled quantity.

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

Both S&J Australia and S&J New Zealand continue to out perform their current
year sales targets and prior period performances. In the six months ended March
31, 2003, sales were $2.2 million higher than in the same period last year.
Sales for the quarter ended March 31, 2003 were $1.1 million higher than those
recorded for the quarter ended March 31, 2002.The quarter 3 outlook has been
further boosted by the receipt of large incremental orders from Super Cheap Auto
and Bunnings.


COSTS OF GOODS SOLD AND GROSS PROFIT

Costs of goods sold as a percentage of sales decreased to 65.6% during the first
six months of the year compared to 68.8% during the six months ending March 31,
2002. Similarly, costs of goods sold as a percentage of sales fell to 64.9% in
the three months ended March 31, 2003 from 67.6% in the comparable quarter in
2002.

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

Current year gross profit percentages and their prior period comparatives are
therefore as follows:  quarter ended March 31, 2003: 35.1% (2002: 32.4%), six
months ended March 31, 2003: 34.4% (2002: 31.2%).

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

                                       14

<PAGE>

EXPENSES

Expressed as a percentage of sales, selling, general and administration expenses
were 27.1% of revenues for the six months ended March 31, 2003 (2002: 30.3%) and
27.3% of revenues for the quarter ended March 31, 2003 (2002: 29.3%).

Other income and expenses reduced from a net expense of $124 in the six months
ended March 31, 2002 to a net expense of $20 in the half year ended March 31,
2003. This movement is attributable to decreased interest charges in the
Company's French and Australian businesses and the receipt of royalty and rent
income in the acquired Megapro businesses.

In the quarter ended March 31, 2003, other net expenses decreased to $26 from
$66 for the three months to March 2002. This reduction again relates to interest
savings in the Spear & Jackson French and Australian businesses.

INCOME BEFORE INCOME TAXES

Our income before income taxes in the six months to March, 31, 2003 amounted to
$3,614. This compares to an income before taxes for the half year ended March
31, 2002 of $287. As discussed above, this increase in profitability is derived
from improvements in gross margins and the ongoing benefits arising from
overhead cost savings.

In the quarter ended March 31, 2003, income before income taxes was $2,017
compared to a profit of $650 in the three months to March 31, 2002. The
improvement of $1,367 is again attributable to increased sales margins and
continued overhead reductions.

INCOME TAX

Income taxes were $959 in the half year to March 31, 2003 compared to a $195
income tax charge in the six months ending March 31, 2002. The provision for
income taxes in the quarter ended March 31, 2003 was $573; an increase of $319
on the provision made in the three months to March 31, 2002.

Income taxes were 26.5% of profits before tax in the six months to March 31,
2003 as opposed to 67.9% of the profit before income taxes in the six months
ended March 31, 2002. Tax for the quarter ending March 31 was 28.4% of profits
in 2003 and 39% in 2002.

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 tax charge for the six months ended March 31,
2003 will result in the payment of income tax.

                                       15

<PAGE>

NET PROFIT

Our net profit after income taxes was $2,655 for the six months ended March 31,
2003. This compares to a profit after income taxes of $92 for the half year
ended March 31, 2002. In the quarter ended March 31, 2003, net profit amounted
to $1,444. This compares to a profit of $396 arising in the comparable quarter
last year.

FINANCIAL CONDITION

Liquidity and Capital Resources

Our cash position was $7,330 at March 31, 2003 and our net assets were $57,971
at that date.

Net cash generated from operating activities in the six month period to March
31, 2003 was $4,350 compared to an operating cash generation of $780 in the six
months ended March 31, 2002. This improvement in 2003 arises from the
significant increase in net income (adjusted for depreciation and deferred
taxes) of $3.3 million and trade working capital inflows relating to improved
receivables collections of $1.3 million and a trade payables increase of $0.6
million offset by an increase in inventories of $2.2 million. The inventory
increase arises in Spear & Jackson's Australian subsidiary (stock build to
service Q3 sales) and in the UK garden tools business (cyclical increase related
to the UK spring garden season). Other working capital movements include
increases in other current and non-current liabilities of $1.3 million, which,
in the main, are associated with the increases in leasing liabilities following
the replacement of the UK leased vehicle fleet in January 2003.

Cash outflow from investing activities was $2,441 in the period to March 31,
2003. This compares to an outflow from investing activities in the period to
March 31, 2002 of $217. Net cash used in investing activities in 2003 includes
$2,611 of equipment purchases (2002: $217) which relates principally to the
replacement of the UK car fleet under capitalised operating leases and the
purchase of computer equipment in Australia.

Net cash absorbed by financing activities was $1,065 in the period to March 31,
2003 compared to net cash provided by financing activities in the period to
March 31, 2002 of $324. Cash utilized by financing activities in the period to
March 31, 2003 includes the repayment of short-term debt in Australia of $1,004
and the repayment of a shareholder loan of $60. The cash provided by financing
activities in the period to March 31, 2001 comprises additional overdraft
advances of $324.

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 non specific terms of repayment.

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

                                       16

<PAGE>

We 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 March 31, 2003 was
$19.

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 long
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.


CRITICAL ACCOUNTING POLICIES

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

EFFECT OF NEW ACCOUNTING STANDARDS

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

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

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

                                       17

<PAGE>



ITEM 3. CONTROLS AND PROCEDURES

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

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities and use of Proceeds

None

Item 3.  Defaults upon Senior Securities

None

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

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

99.1 Certification of Chief Executive and Chief Accounting Officer

(b)  Reports on Form 8-K

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

                                       18

<PAGE>

                                   SIGNATURES

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

SPEAR & JACKSON, INC.



By:      /s/Dennis Crowley                Dated: May 9, 2003
         ----------------
         Dennis Crowley
         Chief Executive Officer


                                       19
<PAGE>


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

I, Dennis Crowley, certify that:

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

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

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

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

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

(b)      evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days of the filing date of this
         quarterly report (the "Evaluation Date"); and

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

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and to the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent functions):

         (a)      all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarise and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud, whether or not material, that involves  management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       the registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date:    May 9, 2003                        Mr. Dennis Crowley
                                            -------------------------

                                            Dennis Crowley
                                            Chief Executive Officer

                                       20
<PAGE>



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

I, William Fletcher, certify that:

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

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

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

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

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

(b)      evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days of the filing date of this
         quarterly report (the "Evaluation Date"); and

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

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and to the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent functions):

         (a)      all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarise and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud, whether or not material, that involves  management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       the registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:    May 9, 2003                        Mr. William Fletcher
                                            -------------------------
                                            William Fletcher
                                            Chief Financial Officer

                                       21