Exhibit 31.2

          CERTIFICATION PURSUANT TO RULE 13a-15(e) OR 15d-15(e) OF THE
              SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey Tabin, certify that:

    1. I have reviewed this quarterly report on Form 10-QSB of Spearhead
    Limited, Inc.;

    2. Based on my knowledge, this 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 year covered by this report;

    3. Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the small
    business issuer as of, and for, the years presented in this report;

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

    a) designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our supervision, to
    ensure that material information relating to the small business issuer,
    including its consolidated subsidiaries, is made known to us by others
    within those entities, particularly during the year in which this report is
    being prepared;

    b) evaluated the effectiveness of the small business issuer's disclosure
    controls and procedures and presented in this report our conclusion about
    the effectiveness of the disclosure controls and procedures, as of the end
    of the year covered by this report based on such evaluation; and

    c) disclosed in this report any change in the small business issuer's
    internal control over financial reporting that occurred during the small
    business issuer's fourth fiscal quarter that has materially affected, or is
    reasonably likely to materially affect, the small business issuer's internal
    control over financial reporting; and;

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

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    a) all significant deficiencies and material weaknesses in the design or
    operation of internal control over financial reporting which are reasonably
    likely to adversely affect the small business issuer's ability to record,
    process, summarize and report financial information; and

    b) any fraud, whether or not material, that involves management or other
    employees who have a significant role in the small business issuer's
    internal control over financial reporting.

Date: May 13, 2005

/s/ Jeffrey Tabin

Jeffrey Tabin
Chief Financial Officer