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: JUNE 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
July 31, 2004: 40,040,424 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 JUNE 30, 2004


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.                                              Page
                                                                            ----
         Condensed Consolidated Balance Sheet
         as of June 30, 2004                                                  2

         Condensed Statements of Operations
         for the six months ended June 30, 2004 and 2003
         and the three months ended June 30, 2004 and 2003                    3

         Condensed Consolidated Statements of Cash Flows
         for the six months ended June 30, 2004 and 2003                      4

         Notes to Condensed Consolidated Financial Statements                 5

Item 2.  Management's discussion and analysis or plan of operation           12

Item 3.  Controls and Procedures                                             14

PART II. OTHER INFORMATION

Item 2.  Changes In Securities And Use Of Proceeds                           15

Item 6.  Exhibits and Reports on Form 8-K                                    16

                                       1
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004
                                  (Unaudited)

Current assets:
     Cash and cash equivalent                           $   672,543
     Accounts receivable - trade                          2,834,768
     Work-in -process                                        36,306
     Prepaid expenses                                       123,260
                                                        -----------
        Total current assets                              3,666,877
                                                        -----------

     Property and equipment net                             236,071
     Goodwill                                             2,743,091
                                                        -----------
          Total assets                                  $ 6,646,039
                                                        ===========

Current liabilities
     Accounts payable and accrued expenses              $ 2,517,627
     Accounts payable - stockholders                        325,250
     Loans payable - stockholders                           860,000
     Income taxes payable                                     1,616
                                                        -----------
         Total current liabilities                        3,704,493
                                                        -----------

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                               504,000
     Accumulated deficit                                   (718,116)
     Accumulated other comprehensive loss                    22,249
                                                        -----------

     Total shareholders' equity                           2,941,546
                                                        -----------

          Total liabilities and shareholders' equity    $ 6,646,039
                                                        ===========

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

                                       2
<PAGE>
                             SPEARHEAD LIMITED, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                           SIX MONTHS ENDED                  THREE MONTHS ENDED
                                                               JUNE 30,                           JUNE 30,
                                                    -----------------------------      -----------------------------
                                                        2004              2003             2004             2003
                                                    ------------      -----------      ------------      -----------
<S>                                                 <C>               <C>              <C>               <C>
Net sales                                           $  5,073,304               --      $  2,801,378               --
Cost of sales                                          4,293,807               --         2,217,901               --
                                                    ------------      -----------      ------------      -----------
Gross margin                                             779,497               --           583,477               --
Selling, operating and administrative expenses         1,254,628          160,000           869,243           80,000
Loss from discontinued operations                             --          (89,102)               --          (65,874)
                                                    ------------      -----------      ------------      -----------
Income before income taxes                              (475,131)         (70,898)         (285,766)         (14,186)
Provision for income taxes                                  (188)              --              (188)              --
                                                    ------------      -----------      ------------      -----------
Net loss                                            $   (474,943)     $   (70,898)     $   (285,578)     $   (14,186)
                                                    ============      ===========      ============      ===========
Net loss per common share:
  Continuing operations                             $     (0.012)     $    (0.040)     $     (0.007)     $    (0.020)
  Discontinued operations                                     --            0.022                --            0.017
                                                    ------------      -----------      ------------      -----------
    Net loss per common share
      basic and diluted, restated                   $     (0.055)     $     (0.00)     $     (0.049)     $    (0.004)
                                                    ============      ===========      ============      ===========
Weighted average number of
  common shares                                       38,114,561        3,985,000        39,092,385        3,985,000
                                                    ============      ===========      ============      ===========
</TABLE>

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

                                       3
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                  (Unaudited)

                                                         2004            2003
                                                     -----------      ---------
Cash flow from operating activities:
  Net loss                                           $  (474,943)     $ (70,898)

Adjustments to reconcile net loss to
  net cash used by operations
    Depreciation and amortization                          7,607         16,693
    Foreign exchange gain                                 35,733             --
  Changes, net of acquisition:
    Accounts receivable                                 (251,409)            --
    Prepaid expenses                                     (25,788)            --
    Accounts payable and accrued expenses                226,206             --
    Net changes                                               --       (123,359)
                                                     -----------      ---------
        Total adjustments                                 (7,651)      (106,666)
                                                     -----------      ---------
           Net cash used by operations                  (482,594)      (177,564)
                                                     -----------      ---------
Cash flows from investing activities:
    Acquisition of subsidiaries                         (816,500)            --
    (Purchase) of equipment                              (17,517)       (41,256)
                                                     -----------      ---------
Cash flows from investing activities                    (834,017)       (41,256)
                                                     -----------      ---------
Cash flows from financing activities:
    Borrowings (repayment) on line of credit              (3,857)       215,000
    Sale of common stock from private placements         795,520             --
    Borrowings from stockholders                         860,000             --
                                                     -----------      ---------
Cash flows from financing activities                   1,651,663        215,000
                                                     -----------      ---------
Net increase (decrease) in cash                          335,052         (3,820)

Cash at beginning of period                              337,491          6,071
                                                     -----------      ---------
Cash at end of period                                $   672,543      $   2,251
                                                     ===========      =========
Cash paid for interest                               $        --      $   3,212
                                                     ===========      =========

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

                                       4
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

              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
six months and three month period ended June 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.



(1) 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 (see
Note 2). 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.

                                       5
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(c) 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.

(d) 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.

(e) Cash and Cash Equivalents

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

(f) Goodwill

Goodwill represents the excess of cost over fair value of net assets acquired
through June 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.

(g) 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.

(h) 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").

                                       6
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

(i) 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.

(j) 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.

(2) 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
valuation and fairness opinion received from an unaffiliated financial
consulting firm.

                                       7
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) DISPOSITIONS AND ACQUISITIONS

Sale of Discontinued Operations continued.

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 (see Note 1(a)) 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, 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,

                                       8
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) DISPOSITIONS AND ACQUISITIONS

PROGESTIC INTERNATIONAL INC. continued.

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 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.

(3) 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 per

                                       9
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

RELATED PARTIY TRANSACTIONS CONTINUED

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 six months ended June 30, 2003, 32% or $531,490 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 June 3, 2004 and expire June 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. $25,239 of interest has been included in the operating expenses of the
business for the period ended June 30, 2004. Both Progestic and FSG have pledged
their accounts receivables as a guarantee to Spearhead Limited, Inc. for the
repayment of the loans.

(4) 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:

                                     Six Months Ended        Three Months Ended
                                       June 30, 2004            June 30, 2004
                                     ----------------         -----------------
Net loss to common shareholders -
    As reported                        $  (474,943)              $  (285,578)
                                       ===========               ===========

    Pro forma                          $(2,104,340)              $(1,914,975)
                                       ===========               ===========

Basic and diluted loss per share -
       As reported                     $     (.012)              $     (.007)
                                       ===========               ===========

       Pro forma                       $     (.055)              $     (.049)


                                       10
<PAGE>
                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(4) STOCK OPTIONS CONTINUED

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.

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

LIQUIDITY AND CAPITAL RESOURCES

Our primary ongoing sources of cash for operational purposes are net cash flows
from operating activities. We believe our current cash position coupled with its
cash flow forecast for the year and periods beyond, will be sufficient to meet
operational cash needs on both a short-term and long-term basis. Working capital
is $ (37,618) and decreased from .91 to 1.00 at December 31, 2003 to 1.09 to .99
at June 30, 2004. Management is not aware of any known trends or demands,
commitments, events, or uncertainties, as they relate to liquidity which could
negatively affect our ability to operate on a monthly basis.

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, or loans on an as needed basis.

The following discussion should be read in conjunction with our Consolidated
Financial Statements and related Notes thereto, and other financial information
included elsewhere herein. Our financial statements are prepared in conformity
with U.S. GAAP.

                                       11
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION CONTINUED

Spearhead Limited, Inc. operations consisted of the wholesale distribution of
first aid and safety products to retail van distributors and the direct sale of
those products to end users through a direct ship operation. This changed on the
close of business September 30, 2003, when Total First Aid sold its main product
line "First Aid Direct" to VanDyne Crotty. We ceased first aid and safety
operations when we sold the residual product lines, "Roehampton Medical" and
"Total First Aid" to Roehampton Aid Corporation on December 19, 2003.

RESULTS OF OPERATIONS

Six and three months ended June 30, 2004.

We had consulting revenues of $5,073,304 for the six months ended June 30, 2004
and $2,801,378 for the three months ended June 30, 2004. Revenues represent six
months of operations for Kischi and only one month for Progestic and FSG.

Cost of Sales. The direct expenses consist primarily of the costs paid to the
consultants performing the services and were $4,293,807 and $2,217,901 for the
six and three months ended June 30, 2004 respectively.

Gross Profit. Gross profit amounted to $779,497 or 15% of gross revenues for the
six months ended June 30, 2004 and $583,447 or 21% of gross revenues for the
three months ended June 30, 2004. This compares to $196,020 or 9% of gross
revenues for the three months ended March 31, 2004.

Selling, General and Administrative Expense. The selling, general and
administrative expenses for the six months and three months ended June 30, 2004
were $1,254,628 and $869,243 respectively.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

Spearhead Limited's philosophy is to assess and select distress business
operations with high turnaround potentials, put in place a restructuring program
and grow the business to its full potential. With the acquisition of Kischi
Konsulting Inc, FSG Consultants Inc and Progestic International Inc, the Company
is now in the first phase of its current business plan. It has put together a
strong management team to lead the new emerging entity and expects positive
results in the way of increase market share and significant savings within the
next six months.

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.

                                       12
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

CONSOLIDATION OF OPERATIONS

         FINANCIAL INFORMATION SYSTEMS

The newly acquired companies currently use three different financial information
systems to compile financial results of operations and to manage contracts.
Steps have been taken to standardize the financial reporting systems for
operations and contract management and implementation is expected to be for
September 2004. The standardization of these systems will provide management
with comparable information on a timely basis and consolidations of financial
results will then be fully automated.

         LOCATION OF OPERATIONS

The three companies operate from three different facilities. Negotiations are
currently under way to relocate all operations to a newly renovated facility and
consequently take another step towards the full integration of operations.
Leases on existing premises will either be terminated at no cost to the Company
or offered as a sublet to an independent third party. Negotiations are expected
to be completed by September 2004 with an anticipated move scheduled for October
31, 2004.

         SAVINGS

The consolidation of operations under one roof and the wind up of the three
legal entities into SMCL 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.

NEWLY COMBINED EXPERTISE

The merger of the three entities into one company will increase the ability of
Spearhead to compete in the consulting market as it becomes a bigger player with
access to a wider variety of resources and experience. It has provided the
company with the ability to expand its core IT business, address untapped
markets in the fields of management consulting and audit and knowledge
management and as a result, provide better comprehensive solutions to clients.

                                       13
<PAGE>
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 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.

                                       14
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

During the three months ended June 30, 2004:

(a) The Company sold 240,000 shares of common stock and warrants to purchase
240,000 shares of common stock to two accredited investors for an aggregate
purchase price of $204,000; 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;

(b) The Company issued 863,824 shares of common stock in payment for the
acquisition of Progestic International Inc. and issued 558,235 shares for the
acquisition of FSG Consulting. In addition the Company issued 700,000 warrants
to acquire shares in the company at $0.85 per share, warrants to expire three
years from date of issuance.

In each of the foregoing transactions, each of the investors (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.

         On June 29, 2004, the Company held its annual meeting of shareholders,
at which shareholders were requested to vote upon:

            o Proposal I - To elect three directors to hold office until the
              2005 annual meeting of shareholders;

            o Proposal II - To change the Company's name to Spearhead Limited,
              Inc.;

            o Proposal III - To increase the number of shares of common stock
              the Company is authorized to issue to 200,000,000 shares and to
              create a class of "blank check" preferred stock;

            o Proposal IV - To ratify the appointment of Margolies, Fink &
              Wichrowski CPA's as the Company's auditors for the 2004 fiscal
              year.

         In connection with the annual meeting, (a) proxies were solicited in
accordance with Schedule 14A, (b) there were no solicitations in opposition to
any of the proposals, and (c) each of the proposals was adopted. The vote of the
Company's shareholders on the proposals was as follows:

                                       15
<PAGE>
PART II - OTHER INFORMATION CONTINUED

                               AGAINST OR
                                  FOR        WITHHELD      ABSTENTIONS
                               ----------    --------      -----------

Proposal I

   Michel Marengere            34,017,088         0             0
   Jacques R. Delorme          34,017,088         0             0
   Scott Siegel                34,017,088         0             0

Proposal II                    34,016,644       444             0

Proposal III                   32,578,156     1,444       121,000

Proposal IV                    34,017,088         0             0

ITEM 5.  OTHER INFORMATION.

On July 2, 2004, the Company changed its name to Spearhead Limited, Inc. As a
result, effective, July 7, 2004, the trading symbol for the Company's common
stock was changed to SPHE.

On June 29, 2004, the Company increased the number of shares of common stock it
is authorized to issue to 200,000,000 shares, $.001 par value per share, and
created a class consisting of 20,000,000 shares of blank check preferred stock,
$.001 par value per share.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

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

 3.1     Articles of Amendment changing name of Company and authorized capital.
10.1     Stockholder loan agreements.
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.

(b) Reports on Form 8-K.

         On June 17, 2003, the Company filed a Current Report on Form 8-K to
report the consummation of its acquisitions of all of the outstanding capital
stock of Progestic International Inc. and FSG Consultants Inc.

                                       16
<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:    August 16, 2004


                                              SPEARHEAD LIMITED, INC.


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

                                       17
<PAGE>

                                  EXHIBIT INDEX


 3.1     Articles of Amendment changing name of Company and authorized capital.
10.1     Stockholder loan agreements.
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.