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 quarterly period ended: SEPTEMBER 30, 2004

[ ] 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: 0-30629

                             SPEARHEAD LIMITED, INC.
                 (Name of small business issuer in its charter)

        FLORIDA                                               65-0729332
        -------                                               ----------
(State of incorporation)                               (IRS employer Ident. No.)

                       21218 Saint Andrews Boulevard, #509
                              Boca Raton, FL 33433
                                  561 912-9977
                                  ------------
          (Address and telephone number of principal executive offices)

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

The number of shares outstanding of each of the issuer's classes of equity as of
October 31, 2004: 40,058,071 shares of Common Stock, $.001 par value.

Transitional Small Business Disclosure Format.  Yes [ ]  No [X]

<PAGE>
                             SPEARHEAD LIMITED, INC.
                                TABLE OF CONTENTS
                                   FORM 10-QSB
                       FOR THE QUARTER ENDED SEPTEMBER 30, 2004


PART I.  FINANCIAL INFORMATION
                                                                          Page
Item 1.  Financial Statements.

         1.  Condensed Consolidated Balance Sheet
             as of SEPTEMBER 30, 2004.                                     3

         2.  Condensed Consolidated Statements of Operations
             for the nine months ended September 30, 2004 and 2003
             and the three months ended September 30, 2004 and 2003.       4

         3.  Condensed Consolidated Statements of Cash Flows
             for the nine months ended September 30, 2004 and 2003.        5

         4.  Notes to Condensed Consolidated Financial Statements        6 - 12

Item 2.  Management's discussion and analysis or plan of operation      13 - 17

Item 3.  Controls and Procedures                                           18

PART II. OTHER INFORMATION                                                 19

Item 1.  Changes In Securities And Use Of Proceeds

Item 2.  Exhibits

                                       2
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  SEPTEMBER 30, 2004
                                  (Unaudited)

Current assets:
     Cash and cash equivalent                             $   158,948
     Accounts receivable - trade                            3,035,010
     Work-in -process                                          69,229
     Prepaid expenses                                         168,171
                                                          -----------
        Total current assets                                3,431,358
                                                          -----------

     Property and equipment net                               208,583
     Goodwill                                               2,743,091
                                                          -----------
          Total assets                                    $ 6,383,032
                                                          ===========

Current liabilities
     Accounts payable and accrued expenses                $ 2,500,223
     Accounts payable - stockholders                          239,235
     Loans payable - stockholders                             960,000
     Income taxes payable                                       1,708
                                                          -----------
         Total current liabilities                          3,701,166
                                                          -----------

Shareholders' equity
   Capital stock, $.001 par value; 200,000,000 shares
        authorized; 40,040,424 issued and outstanding          40,040
     Additional paid-in capital                             3,093,373
     Capital stock not issued                                 519,000
     Accumulated deficit                                   (1,045,727)
     Accumulated other comprehensive income                    75,180
                                                          -----------

     Total shareholders' equity                             2,681,866
                                                          -----------

          Total liabilities and shareholders' equity      $ 6,383,032
                                                          ===========

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

                                       3
<PAGE>
                    SPEARHEAD LIMITED, INC. and SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   NINE MONTHS ENDED                   THREE MONTHS ENDED
                                                      SEPTEMBER 30                        SEPTEMBER 30
                                             -----------------------------      -----------------------------
                                                 2004              2003             2004             2003
                                             ------------      -----------      ------------      -----------
<S>                                          <C>               <C>              <C>               <C>
Net sales                                    $  8,988,318               --      $  3,915,014               --
Cost of sales                                   7,629,685               --         3,335,878               --
                                             ------------      -----------      ------------      -----------
Gross margin                                    1,358,633               --           579,136               --
Selling, operating
and administrative
expenses                                        2,161,035          240,000           906,406           80,000
Loss from
discontinued
operations                                             --         (123,452)               --          (34,350)
                                             ------------      -----------      ------------      -----------
Income before
income taxes                                     (802,402)        (116,548)         (327,270)         (45,650)
Provision for
income taxes                                          152               --               340               --
                                             ------------      -----------      ------------      -----------
Net loss                                     $   (802,554)     $  (116,548)     $   (327,610)     $   (45,650)
                                             ============      ===========      ============      ===========

Net loss per common
share:
Continuing
operations                                   $     (0.020)     $    (0.060)     $     (0.008)     $    (0.020)
Discontinued
Operations                                             --            0.031                --            0.009
                                             ------------      -----------      ------------      -----------
Net loss per common
Share basic and
diluted, restated                            $     (0.020)     $    (0.029)     $     (0.008)     $    (0.012)
                                             ============      ===========      ============      ===========
Weighted average
Number Of
common shares                                  38,435,538        3,985,000        40,040,424        3,985,000
                                             ============      ===========      ============      ===========
</TABLE>

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


                                       4
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                  (Unaudited)

                                                        2004           2003
                                                    -----------      ---------
Cash flow from operating activities:
  Net loss                                          $  (802,554)     $(116,548)
                                                    -----------      ---------
Adjustments to reconcile net loss to
  net cash used by operations
    Depreciation and amortization                        34,735             --
    Foreign exchange gain                                88,664             --
  Changes, net of acquisition:
    Accounts receivable                                (484,575)            --
    Prepaid expenses                                    (70,699)            --
    Accounts payable and accrued expenses               122,880             --
    Net changes                                              --        (50,372)
                                                    -----------      ---------
        Total adjustments                              (308,995)       (50,372)
                                                    -----------      ---------
           Net cash used by operations               (1,111,549)      (166,920)
                                                    -----------      ---------
Cash flows from investing activities:
    Acquisition of subsidiaries                        (816,500)            --
    Purchase of equipment                               (17,157)       (16,604)
                                                    -----------      ---------
Cash flows from investing activities                   (833,657)       (16,604)
                                                    -----------      ---------
Cash flows from financing activities:
  Borrowings (repayment) on line of credit               (3,857)       215,000
  Sale of common stock from private placements          810,520             --
  Borrowings from stockholders                          960,000             --
                                                    -----------      ---------
Cash flows from financing activities                  1,766,663        215,000
                                                    -----------      ---------
Net increase (decrease) in cash                        (178,543)       (31,476)

Cash at beginning of period                             337,491          6,071
                                                    -----------      ---------
Cash at end of period                               $   158,948      $  37,547
                                                    ===========      =========
Cash paid for interest                              $        --      $   4,692
                                                    ===========      =========

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

                                       5
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Spearhead Limited, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Regulation S-B. In the opinion of
management, all adjustments consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
nine months and three month period ended September 30, 2004 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2004. For further information, refer to the financial statements and footnotes
for the year ended December 31, 2003 found in the Company's Form 10-KSB.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a) Basis of presentation

    On October 31, 2003, the stockholders of 3323455 Canada Inc. ("3323"), a
    Canadian company, exchanged all of their issued and outstanding shares for
    shares of Total First Aid, Inc. The exchange was accounted for as a
    recapitalization of the Company, wherein the shareholders of 3323 retained
    the majority of the outstanding stock of Total First Aid, Inc. after the
    merger. At the time of the acquisition, both companies were substantially
    inactive. Collectively, 3323 and Total First Aid, Inc. are know as the
    "Company". Additionally on October 31, 2003, the Company acquired Kischi
    Konsulting Inc., 2906694 Canada Inc., and 3054276 Canada Inc, all Canadian
    companies, which was accounted for as a purchase and became wholly-owned
    subsidiaries of the Company. The consolidated Statements of Operations and
    Cash Flows present the operations of the Company, and the acquired
    subsidiaries from date of acquisition. The operations of Total First Aid,
    Inc. that were sold during the year 2003 have been reflected in discontinued
    operations. Certain expenses, totaling $749,090, incurred by 3323 as part of
    the acquisition and reorganization have been included as recapitalization
    costs and reflected in the Statement of Stockholders' Equity. During the
    year ended December 31, 2003, First Aid Direct, Inc. changed its name to
    Total First Aid Inc. All amounts included in the consolidated financial
    statements are reflected in US dollars, except where it is indicated as
    Canadian dollars (CDN).

    Effective March 31, 2004 3054276 Canada Inc. ("3054") and 2906694 Canada
    Inc. ("Centos") were "wound up" into Spearhead Management f/k/n as 3323455
    Canada Inc ("3332") pursuant to and in compliance with Canadian Tax
    regulations. As a result of this action the corporate existence of 3054276
    Canada Inc, ("3054") and 2906694 Canada Inc. ("Centos") ceased. On April 1,
    2004, 3323455 Canada Inc. changed its name to Spearhead Management Canada
    Inc.

                                       6
<PAGE>

    (b) Principles of Consolidation

    The consolidated financial statements include the accounts of the Company
    (Spearhead Limited, Inc. and Spearhead Management Canada Inc.) and its
    subsidiaries, Kischi Konsulting Inc., Progestic International Inc. and FSG
    Consulting Inc. All significant inter-company accounts and transactions have
    been eliminated in consolidation.

    (c) Use of Estimates

    The preparation of financial statements in conformity with accounting
    principles generally accepted in the United States (GAAP) requires
    management to make estimates and assumptions that affect the amounts
    reported in the financial statements and accompanying disclosures. Although
    these estimates are based on management's knowledge of current events and
    actions it may undertake in the future, they may ultimately differ from
    actual results.

    (d) Cash and Cash Equivalents

    The Company considers all highly liquid investments with original maturities
    of three months or less to be cash equivalents.

    (e) Goodwill

    Goodwill represents the excess of cost over fair value of net assets
    acquired through September 30, 2004. The Company had previously adopted SFAS
    142 effective January 1, 2002. With the adoption of SFAS 142, goodwill is
    not subject to amortization. Rather, goodwill is subject to at least an
    annual assessment for impairment by applying a fair-value based test. The
    Company performed an additional fair-value based impairment test as of
    December 31, 2003, and no impairment charge was deemed necessary.

    (f) Revenue Recognition

    The Company recognizes revenue at the time the services are rendered and
    reasonable assurance exists as to the measurement of the consideration
    derived from the rendering of the services.

    (g) Stock-based Compensation

    The Company has elected to follow Accounting Principles Board Opinion No.
    25, ("Accounting For Stock Issued to Employees") ("APB No. 25"), and related
    interpretations, in accounting for its employee stock based compensation
    rather than the alternative fair value accounting allowed by SFAS No. 123,
    ("Accounting for Stock-based Compensation"). 25 provides that the
    compensation expense relative to the Company's employee stock options is
    measured based on the intrinsic value of the stock option. SFAS No. 123
    requires companies that continue to follow APB No. 25 to provide a pro-forma
    disclosure of the impact of applying the fair value method of SFAS No.123.

                                       7
<PAGE>

    (h) Foreign Currency Translation

    The accounts of the Company's foreign subsidiary are translated into U.S.
    dollars. For a subsidiary where the functional currency is other than the
    U.S. dollar, balance sheet accounts are translated at the exchange rate in
    effect at the end of the year. Income and expense accounts are translated at
    the average exchange rates in effect during the year. Resulting translation
    adjustments are reflected as a separate component of stockholders' equity
    ("other comprehensive income (loss)"). Realized foreign currency transaction
    gains and losses are included in operations.

    (i) Recent Accounting Pronouncements

    Statement of Financial Accounting Standards No. 148, "Accounting for
    Stock-Based Compensation--Transition and Disclosure" ("SFAS 148"), amends
    SFAS 123, "Accounting for Stock-Based Compensation." In response to a
    growing number of companies announcing plans to record expenses for the fair
    value of stock options, SFAS 148 provides alternative methods of transition
    for a voluntary change to the fair value based method of accounting for
    stock-based employee compensation. In addition, SFAS 148 amends the
    disclosure requirements of SFAS 123 to require more prominent and more
    frequent disclosures in financial statements about the effects of
    stock-based compensation. The Statement also improves the timeliness of
    those disclosures by requiring that this information be included in interim
    as well as annual financial statements. In the past, companies were required
    to make pro forma disclosures only in annual financial statements. The
    transition guidance and annual disclosure provisions of SFAS 148 are
    effective for fiscal years ending after December 15, 2002, with earlier
    application permitted in certain circumstances. The interim disclosure
    provisions are effective for financial reports containing financial
    statements for interim periods beginning after December 15, 2002.

    (3) DISPOSITIONS AND ACQUISITIONS

    Sale of Discontinued Operations
    -------------------------------

    Effective as of the close of business on September 30, 2003, the Company
    f/k/a First Aid Direct, Inc. completed the sale of substantially all of its
    assets to VDC First Aid and Safety Supply, LLC, a related party. The assets
    disposed of were those related to First Aid Direct's wholesale first aid and
    safety supply business. VDC First Aid and Safety Supply is an affiliate of
    Van Dyne-Crotty, Inc., who, along with its affiliates, were principal
    shareholders of First Aid Direct. The sale of assets was made pursuant to
    the terms and conditions of an Asset Purchase Agreement entered into on
    August 29, 2003. Following the closing, First Aid Direct continued to
    distribute its Total First Aid and Roehampton Supply product lines. First
    Aid Direct changed its name to Total First Aid, Inc. on September 30, 2003.
    The purchase price for the assets disposed of is $1,215,000 and was paid at
    closing. Approximately $215,000 of the purchase price was used to retire the
    Company's indebtedness to Key Bank. The Company was also entitled to receive
    its accounts receivable ($259,150) collected by VDC First Aid and Safety
    Supply during the 120-day period following the closing. At closing, a
    $250,000 deposit against those accounts receivable was paid to the Company.
    The Company has recorded a gain on the sale of this product line of
    approximately $672,000. The purchase price for the assets was supported by a


                                       8
<PAGE>

    valuation and fairness opinion received from an unaffiliated financial
    consulting firm.

    On October 26, 2003 the Company transferred approximately $103,000 of fixed
    assets to VanDyne Crotty in exchange for VanDyne Crotty assuming the
    existing facility lease, which would have obligated the Company in the
    amount of $675,000, over the remaining lease term (four years and four
    months). The transaction resulted in a loss of $103,000 to the Company.

    On December 19, 2003, the Company disposed of the assets comprising the
    Roehampton Supply Product line and the Total First Aid product line to
    Roehampton Aid Corp. Roehampton Aid Corp. assumed all of the liabilities of
    Total First Aid relating to the assets assigned. The Company has recorded a
    loss on the disposition of these assets of approximately $265,000.

    The Company reported a net gain on these transactions of approximately
    $304,000, before income taxes, in discontinued operations on their statement
    of operations for the year ended December 31, 2003.

    Acquisition of Subsidiaries
    ---------------------------

    On October 31, 2003, the Company consummated the acquisition of 3323455
    Canada Inc. ("3323"). Simultaneous with the acquisition, 3323 acquired
    Kischi Konsulting Inc. ("Kischi"), 3054276 Canada Inc. ("3054") and 2906694
    Canada Inc. ("Centos"). The acquisition of 3323 was effected through a
    securities exchange agreement in which the Company issued 26,692,285 shares
    of its common stock for all of the issued and outstanding shares of 3323.
    This acquisition has been accounted for as a recapitalization of the
    Company. Kischi, 3054 and Centos were acquired for 4,000,000 shares
    ($440,000) of the Company's common stock, and cash in the amount of
    $1,115,682. The cash portion of the acquisition of Kischi and the other
    companies was derived from a private placement of units of securities of the
    Company, as well as cash on hand. The purchase price for the acquisitions
    resulted from arms-length bargaining among the parties, and there was no
    prior affiliation or relationship among management of the Company and the
    acquired companies. The Company has accounted for this acquisition as a
    purchase. The goodwill recognized at acquisition represents the actual stock
    issued and cash paid in excess of the fair market value of all the net
    assets acquired in the transaction.

    On June 3, 2004, Spearhead Limited, Inc. (the "Company") acquired all of the
    issued and outstanding capital stock of Progestic International Inc.
    ("Progestic") and FSG Consultants Inc. ("FSG"). Each of the acquired
    companies is a Canadian corporation engaged in providing information
    technology-related consulting services. Progestic and FSG are each operated
    as a wholly owned subsidiary of the Company.

    PROGESTIC INTERNATIONAL INC.

    The Company acquired all of the issued and outstanding capital stock of
    Progestic for a purchase price consisting of cash in the amount of
    CDN$500,000 and the issuance of 863,824 shares of the Company's common
    stock. The consideration was paid to the former shareholders of Progestic,


                                       9
<PAGE>

    pro-rata to their ownership interests in Progestic. The source of the funds
    used by the Company to pay the cash portion of the purchase price was a
    combination of the sale of equity securities and loans from shareholders and
    an officer. Progestic, incorporated in 1983, generated revenues of
    $5,981,475 and sustained net losses of $(263,675), for its most recently
    completed fiscal year ended September 30, 2003. Progestic provides
    consulting services to Canadian government and private sector clients
    primarily in the areas of: problem solving to management designed to
    increase effectiveness and productivity, information technology and audit
    and audit-related services.

    In connection with the acquisition of Progestic, the Company entered into a
    consulting agreement with Jean LaBelle, the former principal shareholder of
    Progestic, and his controlled corporation. The agreement is for an initial
    term of two years and is subject to a one-year renewal terms at the election
    of the parties. Mr. LaBelle's corporation will receive a consulting fee in
    the amount of $7,500 per month during the term of the agreement, and has
    been granted three-year options to purchase 150,000 shares of the Company's
    common stock, exercisable at $.85 per share. Five additional executives of
    Progestic who will continue in the employ of Progestic were granted options
    to purchase an aggregate of 450,000 shares of the Company's common stock
    upon the same terms and conditions as those granted to Mr. Labelle. The
    options may not be exercised prior to March 3, 2005. The shares issued as
    part of the purchase consideration, as well as the shares issuable upon
    exercise of the options, have been accorded "piggy-back" registration rights
    in connection with future registration statements that may be filed by the
    Company.

    FSG CONSULTANTS INC.

    The Company acquired all of the issued and outstanding capital stock of FSG
    for a purchase price consisting of cash in the amount of CDN$350,000 and the
    issuance of 558,235 shares of the Company's common stock. The consideration
    was paid to the former shareholders of FSG, pro-rata to their ownership
    interests in FSG. The source of the funds used by the Company to pay the
    cash portion of the purchase price was a combination of the sale of equity
    securities and loans from shareholders and an officer.

    FSG, incorporated in 1993, generated revenues of $3,764,378 and sustained
    net losses of $(1,476), for its most recently completed fiscal year ended
    March 31, 2004. FSG provides consulting services to government and private
    sector clients primarily in the areas of knowledge management, business and
    technology solutions, tracking solutions, Government 0n-line (eGovernment),
    records and document information management systems.

    In connection with the acquisition of FSG, the Company entered into a
    consulting agreement with Gilles Caron, the former principal shareholder of
    FSG. The agreement is for an initial term of two years and is subject to a
    one-year renewal terms at the election of the parties. Mr. Caron's
    corporation will receive a consulting fee in the amount of $7,500 per month
    during the term of the agreement, and has been granted three-year options to
    purchase 150,000 shares of the Company's common stock, exercisable at $.85
    per share. In connection with the acquisition of FSG, the Company granted
    three-year options to purchase an aggregate of 250,000 shares of the


                                       10
<PAGE>

    Company's common stock, exercisable at $.85 per share to FSG's former
    principal shareholder and three additional executive officers of FSG who
    will continue to render their services to FSG. The options may not be
    exercised prior to March 3, 2005. The shares issued as part of the purchase
    consideration, as well as the shares issuable upon exercise of the options,
    have been accorded "piggy-back" registration rights in connection with
    future registration statements that may be filed by the Company.

(4) RELATED PARTY TRANSACTIONS

    Consulting Agreements
    ---------------------

    Effective November 1, 2003 the Company entered into a consulting agreement
    with the C.E.O. for two years at a rate of $240,000 per annum, with a one
    year renewal option. The Company also entered into consulting agreements
    with an officer and director for two twelve month periods at a rate of
    $150,000 annum, with a twelve month renewal option, and a director for two
    twelve (12) month periods providing for consulting services at a rate of
    $90,000 per annum, with a twelve month renewal option. In addition, the
    Company has entered into three individual consulting agreements with
    shareholders of the Company who provide consulting services to Kishi
    Konsulting Inc. The agreements provide for total compensation of $440,000
    (CDN) for a twelve month period, with an option of an additional twelve
    months.

    During the nine months ended September 30, 2003, 31% or $772,120 of revenue
    was derived from sales to a former shareholder.

    On June 3, 2004 the Company borrowed $860,000 from Corporations controlled
    by shareholders. $560,000 from 373 Corp., controlled by a shareholder and
    senior executive officer of the Company. $150,000 from 3689697 Corp.,
    controlled by a shareholder and $150,000 from 3113019 Corp., also owned by a
    shareholder. The Company agrees to repay the loans on September 3, 2004 with
    interest at a fixed rate of ten (10%) until maturity and at an annual rate
    of 20% after maturity until paid in full, compounded monthly and not in
    advance. Interest on overdue interest shall accrue and be payable at the
    interest rate. In addition, the lenders acquired 286,667 warrants to
    purchase Company stock at $0.85 per share, said warrants issued September 3,
    2004 and expire September 2, 2007. The Company shall be entitled to prepay
    any amount outstanding under this loan at any time, without notice, penalty
    or bonus. The loan shall be governed by and interpreted and enforced in
    accordance with the laws of the Province of Quebec and the laws of Canada.
    Both Progestic and FSG have pledged their accounts receivables as a
    guarantee to Spearhead Limited, Inc. for the repayment of the loans. On July
    3, 2004 the Company borrowed an additional $100,000 from 373 Corp.,
    controlled by a shareholder and senior executive officer of the Company. The
    Company agreed to repay the loans on September 3, 2004 with interest at a
    fixed rate of ten (10%) until maturity and at an annual rate of 20% after
    maturity until paid in full, compounded monthly and not in advance. Interest
    on overdue interest shall accrue and be payable at the interest rate.
    $112,000 of interest has been included in the operating expenses of the
    business for the period ended September 30, 2004.

                                       11
<PAGE>

    (5) STOCK OPTIONS

    Had compensation cost for the Company's stock options been determined based
    on the fair value at the grant dates for awards consistent with the method
    of SFAS 123, the Company's pro forma net loss and pro forma net loss per
    share would have been as indicated below:

                                        Nine Months Ended     Three Months Ended
                                        SEPTEMBER 30, 2004    SEPTEMBER 30, 2004
                                        ------------------    ------------------
     Net loss to common shareholders -
         As reported                       $   (802,554)          $  (327,611)
                                           ============           ===========

         Pro forma                         $   (836,023)          $   (361,79)
                                           ============           ===========

     Basic and diluted loss per share -
            As reported                    $      (.020)          $     (.008)
                                           ============           ===========

            Pro forma                      $      (.022)          $     (.009)
                                           ============           ===========

    For purposes of the preceding pro forma disclosures, the weighted average
    fair value of each option has been estimated on the date of grant using the
    Black-Scholes options-pricing model with the following weighted average
    assumptions used for grants in 2004: no dividend yield; volatility of 126.7;
    risk-free interest rate of 4% and an expected term of five years.

                                       12

<PAGE>

    FORWARD-LOOKING STATEMENTS

    Portions of this report, including disclosure under "Management's Discussion
    and Analysis or Plan of Operation," contain forward-looking statements
    within the meaning of Section 27A of the Securities Act of 1933, as amended
    (the "Securities Act"), Section 21E of the Securities and Exchange Act of
    1934, as amended (the "Exchange Act"), and the Private Securities Litigation
    Reform Act of 1995, as amended. These forward-looking statements are subject
    to risks and uncertainties and other factors that may cause our actual
    results, performance or achievements to be materially different from the
    results, performance or achievements expressed or implied by the
    forward-looking statements. You should not unduly rely on these statements.
    Forward-looking statements involve assumptions and describe our plans,
    strategies, and expectations. You can generally identify a forward-looking
    statement by words such as may, will, should, expect, anticipate, estimate,
    believe, intend, contemplate or project. With respect to any forward-looking
    statement that includes a statement of its underlying assumptions or bases,
    we caution that, while we believe such assumptions or bases to be reasonable
    and have formed them in good faith, assumed facts or bases almost always
    vary from actual results, and the differences between assumed facts or bases
    and actual results can be material depending on the circumstances. When, in
    any forward-looking statement, we or our management express an expectation
    or belief as to future results, that expectation or belief is expressed in
    good faith and is believed to have a reasonable basis, but there can be no
    assurance that the stated expectation or belief will result or be achieved
    or accomplished. All subsequent written and oral forward-looking statements
    attributable to us, or anyone acting on our behalf, are expressly qualified
    in their entirety by the cautionary statements. We do not undertake any
    obligations to publicly release any revisions to any forward-looking
    statements to reflect events or circumstances after the date of this report
    or to reflect unanticipated events that may occur.

    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

    Spearhead Limited, Inc. (the "Company") is a holding company which is
    principally engaged, through its subsidiaries (the "Operating Companies") in
    the information technology industry. Prior to September 30, 2003, the
    Company was engaged in the wholesale distribution of first aid and safety
    supplies. On September 30, 2003 the Company divested itself of the first aid
    supply business in order to redirect its assets in a business which
    management believed would offer the opportunity for higher growth. Following
    a review of the available opportunities, the Company determined to pursue
    acquisition opportunities in the information technology industry and on
    October 31, 2003 acquired Kischi Konsulting Inc. ("Kischi"), 3054276 Canada
    Inc. ("3054") and 2906694 Canada Inc. ("Centos"). Subsequently, on June 3,
    2004, the Company acquired Progestic International Inc. ("Progestic") and
    FSG Consulting, Inc. ("FSG"). The Company anticipates further acquisitions
    in the information technology industry.

    RESULTS OF OPERATIONS

    Inasmuch as the operations of all of the operating companies were acquired
    subsequent to September 30, 2003, comparisons between the three and nine
    month periods ended September 30, 2004 and 2003 are not meaningful. All of
    the first aid supply distribution business has been accounted for as
    discontinued operations. The acquisitions of Kischi, 3054 and Centos have
    been accounted for from the date of acquisition (October 31, 2003), and thus
    are reflected through the entire nine month period ended September 30, 2004
    (the "Current Nine Months"). The operations of Progestic and FSG are
    reflected for the entire three month period ended September 30, 2004 (the
    "Current Three Months") but only four months of the Current Nine Months.

    Revenues. We had consulting revenues of $8,988,318 for the nine months ended
    SEPTEMBER 30, 2004 and $3,915,014 for the three months ended SEPTEMBER 30,
    2004. Revenues represent nine months of operations for Kischi and four
    months for Progestic and FSG.

    Cost of Sales. The direct expenses consist primarily of the costs paid to
    the consultants performing the services and were $7,629,685 and $3,335,878
    for the nine and three months ended SEPTEMBER 30, 2004 respectively.

                                       13
<PAGE>

    Gross Profit. Gross profit amounted to $1,358,633 or 15% of gross revenues
    for the nine months ended SEPTEMBER 30, 2004 and $579,136 or 14.8% of gross
    revenues for the three months ended SEPTEMBER 30, 2004.

    Selling, General and Administrative Expense. Net income reflects the net
    operating results (including selling, general and administrative
    expense("SG&A")) of the Operating Companies less the holding company
    expenses of the Company, including the costs of legal, accounting and other
    costs of regulatory compliance as a public company and non-capitalized
    expenses of the Company's acquisition strategy. During the Current Nine
    Months, the Operating Companies' SG&A amounted to $1,257,819 with the
    holding company expenses reflecting $903,216 in the period. The Company is
    taking steps to reduce the SG&A expense of the Operating Companies by
    consolidating them into a single operating entity operating under
    consolidated premises. This consolidation should also positively impact cost
    of sales by more efficiently deploying salaried consultants on the contracts
    of the previously separate entities.

    Off-Balance Sheet Arrangements

    The Company has no off-balance sheet arrangements that have or are
    reasonably likely to have a current or future effect on our financial
    condition, changes in financial condition, revenues or expenses, results of
    operations, liquidity, capital expenditures or capital resources that is
    material to investors.

    LIQUIDITY AND CAPITAL RESOURCES

    Our primary ongoing sources of cash for operational purposes are net cash
    flows from operating activities. The Company is presently working on
    establishing a credit facility for its Canadian subsidiaries, and to
    reimburse the parent company for the funds advanced to subsidiaries. These
    funds were to replace existing credit lines at time of acquisition. The
    Company's working capital is $ (269,808) and its' current ratio is down
    from 1.10 as of December 31, 2003 to 0.93 as of September 30, 2004. The
    decrease in working capital can be directly traced to the borrowings to
    finance the acquisitions of Progestic International and FSG Consulting.

With respect to our planned acquisition strategy, management believes that it
will be able to provide the necessary cash needed for subsequent acquisitions
from private placements.

    PLAN OF OPERATION

    Our mission is to provide world class, quality and client focused management
    consulting services to enable our clients to improve business performance
    through the efficient and effective use of Information Technology. To this
    end our services cover the full spectrum of Information technology
    professional consulting services to the public and private sector. We offer
    a comprehensive variety of services such as strategic IT business planning
    and architecture, marketing support, systems development and maintenance,


                                       14
<PAGE>

    project management, project administration, technology trend analysis,
    upgrading and integration services, procurement facilitation, benchmarking
    and performance measurement systems, outsourcing management, network
    planning and management, business intelligence systems, training and human
    resource management. We take pride in providing these services across any of
    today's technological platforms and in delivering performance and value to
    its customers.

    OVERVIEW

    We offer a wide range of consulting and outsourcing services designed to
    enhance clients' business performance through the efficient and effective
    use of information technology ("IT"). Our client base, which resides
    predominantly in Canada, includes many Canadian federal government
    departments and crown corporations, with a smaller percentage of business
    being conducted with private entities working with the Canadian federal
    government.

    Consulting Services

    Our Canadian subsidiaries have been providing IT consulting services since
    1983. We generate revenues predominantly from fees for consulting services
    relating to the design, development, implementation, enhancement, support
    and maintenance of integrated systems that are custom-designed for our
    clients. Depending upon a client's needs, our service capabilities include:

          o    Strategic IT business planning and architecture.
          o    Custom-designed systems development, integration, enhancement,
               support and maintenance.
          o    Custom Web applications development and maintenance.
          o    IT security, including information security, document management
               security, security networks and user management.
          o    IT business continuity (contingency planning and disaster
               recovery).
          o    Records and document warehousing, information and knowledge
               management.
          o    Procurement facilitation.
          o    Training and human resource management.
          o    Problem solving to management designed to increase effectiveness
               and productivity.
          o    Information technology and audit and audit-related services.
          o    Government 0n-line (eGovernment), records and document
               information management systems.

    Consultants

    We maintain a database of over 2,500 consultants who are called upon to
    provide services on an as needed basis, depending upon the requirements of
    any particular consulting assignment. Our database of consultants provides
    us with access to a diverse set of backgrounds, skill sets, experience and
    knowledge. In order to compete with larger consulting firms for significant


                                       15
<PAGE>

    government contracts, we often submits bid proposals as a participant in a
    joint venture formed with one or more other consulting firms who,
    collectively, are able to service all of the requirements of any particular
    project. Often, but not in all instances, we serve as the lead consultant in
    these joint venture projects.

    Sales and Marketing

    We employ a full-time sales force which generates new business from:

          o    Government contracts awarded based through bid procurements.
          o    Referrals and word of mouth.
          o    Targeted marketing.
          o    New assignments from existing clients.
          o    Government standing offers.
          o    Direct telephone solicitations by our in-house sales force.

    Competition

    There is intense competition in the IT consulting market. We compete of
    consulting firms that are significantly larger, better capitalized and
    possessing greater fiscal and physical resources than we do. We believe that
    we will continue to effectively compete in this industry as follows:

          o    Our management has extensive experience in the government bidding
               process including the preparation of "requests for proposals" for
               government projects.
          o    We have been "pre-cleared" (site security clearance to the level
               of "secret") to participate in certain government bidding
               processes and to service government standing offers.
          o    We have over the years worked diligently to develop and maintain
               a reputation for reliability, quality product and professional
               workmanship.

    CONSOLIDATION OF LEGAL ENTITIES

    The three companies who have been the subject of the first round of
    acquisitions are all independent legal entities with different fiscal year
    ends. It is the Company's intention to wind up the acquired companies into
    the Canadian parent company Spearhead Management Canada Limited (SMCL) as at
    December 31, 2004 and therefore merge all operations into one legal entity.
    Notwithstanding the various financial advantages of running all operations
    within this Company, significant tax savings will be achieved as SMCL owns
    significant tax losses that will be used to shelter earnings of the newly
    merged entities.

    CONSOLIDATION OF OPERATIONS

    FINANCIAL INFORMATION SYSTEMS

    The acquired companies used three different financial information systems to
    compile financial results of operations and to manage contracts. Effective


                                       16
<PAGE>

    October 1, 2004, a standardized financial reporting system for operations
    and contract management was implemented. The standardization of the system
    now provides management with comparable information on a timely basis and
    consolidations of financial results are fully automated.

    LOCATION OF OPERATIONS

    The three companies initially operated from three different facilities.
    Negotiations have been completed and the Canadian subsidiaries are currently
    relocating all operations to a newly renovated facility and are moving
    towards the full integration of operations. Leases on existing premises have
    either be terminated at no cost to the Company or sublet to independent
    third parties.

    SAVINGS

    The consolidation of operations under one roof and the wind up of the three
    legal entities into Spearhead Management Canada Limited will translate into
    significant savings over time as common services are merged into more
    efficient units and resources are used to their full capacity. The savings
    realized will be quickly evident in the costs incurred to run the financial
    and administrative services of the three companies while other savings in
    the marketing, operations and delivery units will be experienced later on.

    ITEM 3. CONTROLS AND PROCEDURES.

    Disclosure controls and procedures [as defined in Rule 13(a)-15(e) of the
    Securities Exchange Act of 1934 (the "Exchange Act")] are designed to ensure
    that information required to be disclosed in the reports filed or submitted
    under the Exchange Act is recorded, processed, summarized and reported,
    within the time periods specified in applicable laws, rules and regulations.
    Disclosure controls and procedures include, without limitation, controls and
    procedures designed to ensure that information required to be disclosed in
    the reports filed under the Exchange Act is accumulated and communicated to
    management, including the Chief Executive Officer and Chief Financial
    Officer, as appropriate, to allow timely decisions regarding required
    disclosure. Given the inherent limitations in all control systems, no
    evaluation of controls can provide absolute assurance that all control
    issues and instances of fraud, if any, have been detected. These inherent
    limitations include the realities that judgments in decision-making can be
    faulty, and that breakdowns can occur because of simple error or mistake.
    Further, the design of a control system must reflect the fact that there are
    resource constraints, and that benefits of controls must be considered
    relative to their costs. The design of any system of controls is also based
    in part on certain assumptions regarding the likelihood of future events,
    and there can be no assurance that any design will succeed in achieving its
    stated goals under all potential future conditions.

    (a) Evaluation of Disclosure Controls and Procedures

    As of the end of the period covered by this report, the Company carried out
    an evaluation, under the supervision and with the participation of the


                                       17
<PAGE>

    Company's management, including the Company's Chief Executive Officer and
    Chief Financial Officer, of the effectiveness of the design and operation of
    the Company's disclosure controls and procedures. Based upon and as of the
    date of that evaluation, the Chief Executive Officer and Chief Financial
    Officer concluded that the Company's disclosure controls and procedures are
    effective to ensure that information required to be disclosed in the reports
    the Company files and submits under the Exchange Act is recorded, processed,
    summarized and reported as and when required.

    (b) Changes in Internal Controls

    There were no changes in the Company's internal controls or in other factors
    that could have significantly affected those controls subsequent to the date
    of the Company's most recent evaluation.

                           PART II - OTHER INFORMATION

    ITEM 1. LEGAL PROCEEDINGS.

            None.

    ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

    During the three months ended SEPTEMBER 30, 2004:

    (a) The Company sold 17,647 shares of common stock and warrants to purchase
    17,647 shares of common stock to an accredited investor for an aggregate
    purchase price of $15,000; each warrant entitles the holder to purchase one
    share of common stock for $1.00 per share during the 3 year period from the
    date of sale;

    In the foregoing transaction, the investor (a) had access to business and
    financial information about us, (b) was an accredited investor within the
    meaning of Rule 501(a) of Regulation D and had such experience in business
    and financial matters so that it was able to evaluate the risks and merits
    of an investment in us, (c) acknowledged that the securities were not
    registered under the Securities Act of 1933 and could not be transferred
    except in compliance with applicable securities laws, and (d) received
    securities bearing a legend describing the restrictions referred to in
    clause (c) above. No placement agent or broker dealer participated in the
    transaction and no commissions or similar compensation was paid. The
    transactions were exempt from the registration requirements of the
    Securities Act of 1933 by reason of Section 4(2) thereof and the rules and
    regulations thereunder.

    ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

            None

    ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

            None

                                       18
<PAGE>

    ITEM 5. OTHER INFORMATION.

            None

    ITEM 6. EXHIBITS

    (a) Exhibits.

             The following documents are filed as a part of this report or are
    incorporated by reference to previous filings, if so indicated:

    31.1    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
            of 2002.

    31.2    CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
            of 2002.

    32.1    CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

    32.2    CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

                                       19
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:    November 11, 2004


                                                SPEARHEAD LIMITED, INC.


                                                By: /s/ Michel Marengere
                                                    --------------------
                                                   Michel Marengere
                                                   Chief Executive Officer

                                       20


<PAGE>

                                  EXHIBIT INDEX


31.1          CEO Certification Pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.
31.2          CFO Certification Pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.
32.1          CEO Certification Pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.
32.2          CFO Certification Pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.