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 N. Tabin, Chief Financial Officer of Spearhead Limited, Inc., 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 period 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 issuer as of,
and for, the periods presented in this report;

5. The 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)) for the 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 issuer, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

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

         (c) disclosed in this report any change in the issuer's internal
     control over financial reporting that occurred during the period covered by
     this report that has materially affected or is reasonably likely to
     materially affect, the issuer's internal control over financial reporting;
     and

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

         (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 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 issuer's internal
     control over financial reporting.

Date: August 16, 2004
                                               /s/ Jeffrey N. Tabin
                                               -----------------------
                                               Jeffrey N. Tabin
                                               Chief Financial Officer