SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

                             SPEARHEAD LIMITED, INC.
                             -----------------------
             (Exact name of Registrant as specified in its Charter)

           Florida                  0-30629                 65-0729332
  ---------------------------------------------------------------------------
 (State or other jurisdiction   (Commission File No.)     (IRS Employer
          of incorporation)                             Identification No.)

                          1900 Corporate Boulevard N.W.
                    Suite 305 West, Boca Raton, Florida 33431
                                  561 912-9977
                    -----------------------------------------
         (Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act:

                                      None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of class)

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

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB/A or any amendment to
this Form 10-KSB/A. [ ]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 15, 2005 computed by reference to the average bid and
asked prices of such stock; $23,009,571. The calculation of such market value
should not be construed as an admission or conclusion by the registrant that any
person is in fact an affiliate of the registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 40,047,942 shares of Common
Stock, $.001 par value (as of March 15, 2005).

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

<PAGE>

                                EXPLANATORY NOTE


Spearhead Limited Inc. (the "Company":) is filing this Form 10-KSB/A for the
year ended December 31, 2004, originally filed with the Securities and Exchange
Commission (the "SEC") on March 17, 2005 (the "Original Filing") to address
comments from the staff of the SEC in connection with the staff's review of the
original filing. Except as expressly indicated the information provided is as of
the original filing date of March 17, 2005. As of June 29, 2005 the Company
filed a Form 15 to terminate its registration under the Securities Exchange Act
of 1934 and the Company no longer files reports under such Act.

In Item 6, Management's Discussion and Analysis of Plan of Operation, we have
revised our MD&A and quantified the extent to which acquisitions caused the
increases.

We have revised our Liquidity and Capital Resources discussion to include cash
provided from the sale of stock, and to clarify the amount available under our
credit facility. In addition we commented on future sources of revenues in the
event that they might be needed.

In Item 8A, Controls and procedures we have expanded our discussion to include
comments relative to the fourth quarter ended December 31, 2004.

We have restated the Consolidated Financial Statements to reflect the expensing
of options issued at time of initial acquisition of Kischi Konsulting Inc.
(150,000) and for options issued relative to company borrowings from related
parties to finance the acquisitions of Progestic International Inc. and FSG
Consulting Inc. (495,001).

In Note 1, Summary of Significant Accounting Policies

      a)    Basis of Presentation, we have presented our case for our treatment
            of the acquisition of 3323455 Canada Inc. by Spearhead Limited, Inc.

      g)    Goodwill - We have restated this section with additional information
            per requirements of SFAS 142.

      h)    Revenue Recognition - We have expanded our discussion in order to
            clarify the matter.

In Note 2, Dispositions and Acquisitions we have expanded our comments and added
additional information to better disclose the items in question.

In Note 4, Lines of Credit we have calculated and disclosed the weighted average
interest rate on our outstanding debt for each fiscal year presented.

In Note 6, Related Party Transactions we have expanded our comments to clarify
the details of the transactions.

In Note 9, Stock Options we agree that some of the initial options granted
should have been expensed and we have restated the numbers in the Balance Sheet,
Statement of Operations, Statement of Stockholders' Equity and Cash Flows to
reflect the expensing of 150,000 options granted. The balance of the options'
issued were issued to individuals who were employees of the Company as at the
date of the issuance of said options. Additionally we have supplied a new table
denoting titles etc.

We have restated the footnote to conform to the requirements of SFAS 148.

With respect to the options granted Jean LaBelle and Gilles Caron, these options
were not issued as part of their respect consulting agreement but were issued to
them while they were employees of the respective subsidiary (Progestic
International and FSG Consulting).

In Note 11, Fair Value of Financial Instruments we have expanded our comments to
clarify the accounts receivable insurance policy and the Company's position on
allowance for doubtful accounts.

<PAGE>

                             SPEARHEAD LIMITED, INC.
                         ANNUAL REPORT ON FORM 10-KSB/A
                      FOR THE YEAR ENDED DECEMBER 31, 2004

                                TABLE OF CONTENTS

Forward Looking Statements

PART I

      Item 1. Description of Business

      Item 2. Description of Property

      Item 3. Legal Proceedings

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

PART II

      Item 5. Market Price for Common Equity, Related Stockholder Matters and
      Small Business Issuer Purchases of Equity Securities

      Item 6. Management's Discussion and Analysis or Plan of Operation

      Item 7. Financial Statements

      Item 8. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure

      Item 8A. Controls and Procedures

      Item 8B. Other Information

PART III

      Item 9. Directors and Executive Officers of the Registrant

      Item 10. Executive Compensation

      Item 11. Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters

      Item 12. Certain Relationships and Related Matters

      Item 13. Exhibits, List and Reports on Form 8-K

      Item 14. Principal Accountant Fees and Services

SIGNATURES

<PAGE>

FORWARD-LOOKING STATEMENTS

Portions of this Form 10-KSB/A, 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 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. Factors, risks, and uncertainties that could cause
actual results to differ materially from those in the forward-looking statements
include, among others,

o     our ability to raise capital,

o     our ability to obtain and retain clients,

o     our ability to provide our products and services at competitive rates,

o     our ability to execute our business strategy in a very competitive
      environment,

o     our degree of financial leverage,

o     risks associated with our acquiring and integrating companies into our
      own,

o     risks relating to rapidly developing technology and providing services
      over the Internet;

o     risks related to international economies,

o     risks related to market acceptance and demand for our services,

o     the impact of competitive services,

o     risks associated with economic conditions and continued weakness in the
      U.S. securities market,

o     other risks referenced from time to time in our SEC filings.

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.

<PAGE>

                                     PART I

Item 1. Description of Business

Certain terms used in this Annual Report, such as "we," "us" and "our" and words
of similar import refer to Spearhead Limited, Inc., formerly known as Total
First Aid, Inc., and First Aid Direct, Inc., a Florida corporation, including
its operating subsidiaries. Incorporating by reference is Item 6. Management
discussion and analysis or plan of operation.

Unless otherwise specifically set forth to the contrary, all dollar amounts in
this Annual Report refer to United States Dollars.

CORPORATE DEVELOPMENTS

Effective September 30, 2003, we sold substantially all of the assets of our
First Aid Direct wholesale first aid and supply business to VDC Safety and
Supply LLC, a limited liability company controlled by Van-Dyne Crotty, Inc. At
the time of the sale, Van-Dyne Crotty was a principal shareholder of First Aid
Direct, and a majority of our board of directors was affiliates of Van-Dyne
Crotty. At the closing, Kevin M. Crotty, Stephen D. Smiley and James Striplen
III, affiliates of Van Dyne-Crotty, resigned as directors of First Aid Direct.
The purchase price for the assets disposed of was $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.

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, including all obligations
associated with the current employees of the operations transferred, and
outstanding purchase orders. 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.

<PAGE>

On October 26, 2003, we changed our name from First Aid Direct, Inc. to Total
First Aid, Inc., and our trading symbol on the over-the-counter bulletin board
was changed to "TFAI".

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. Kischi Konsulting, Inc., 2906694 Canada Inc. and
3054276 Canada Inc. became our indirect wholly owned subsidiaries following the
acquisition. At the closing of these transactions, (a) Jeffrey Tabin and Bruce
Widnes resigned as members of our board of directors, (b) Michel L. Marengere
and Jacques R. Delorme were appointed to our board, and assumed the duties of
Chief Executive Officer and Vice President, respectively, and (c) Scott Siegel
resigned as our Chief Executive Officer (and continues to serve on our Board of
Directors).

On April 1, 2004, 3323455 Canada Inc. changed its name to Spearhead Canada
Limited, Inc.

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.

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.

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

<PAGE>

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.



In connection with the purchase the Company issued three-year options to
purchase 450,000 shares of the Company's common stock, exercisable at $.85 per
share. Jean LaBelle received 150,000 of these options and five additional
executives of Progestic who will continue in the employ of Progestic were
granted options to purchase an aggregate of 300,000 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.


In connection with the purchase the Company issued three-year options to
purchase 250,000 shares of the Company's common stock, exercisable at $.85 per
share. Gilles Caron received 150,000 of these options and an additional 100,000
options exercisable at $.85 per share were granted to FSG's former principal
shareholder and three additional executive officers of FSG who will continue to
render their services to FSG upon the same terms and conditions as those granted
to Mr. Caron. 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.


<PAGE>




On June 3, 2004 Spearhead Limited, Inc. sold/transferred its shares of Kischi
Konsulting, Progestic International, Inc., FSG Consulting, Inc. and Spearhead
Canada Limited to its wholly owned subsidiary Spearhead Management Canada
Limited ("SMCL"). In exchange Spearhead Management Canada, Inc. issued 2,500,000
shares of common stock to Spearhead Limited, Inc.

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 December 19, 2004 Spearhead Management Canada, Limited negotiated a demand
revolving operating loan with the Bank of Montreal (BMO) which provides
borrowing up to $3,000,000 (CND), $2,498,840 (US) bearing interest at the banks
prime rate plus 1% per annum. As at December 31, 2004 the wholly owned
subsidiary SMCL was utilizing $1,353,833 (CDN), $1,126,317 (US).

Concurrently with the signing of the BMO facility Spearhead Limited, Inc. placed
an insurance policy with Great American Insurance Company (GAI) effectively
insuring all of the accounts receivable of its wholly owned subsidiary Spearhead
Management Canada Limited.

Effective December 31, 2004 SMCL liquidated and dissolved all of its
wholly-owned subsidiaries, namely Kischi Konsulting Inc., Progestic
International Inc., FSG Consulting Inc. and Spearhead Management Canada Limited,
in a wind-up thereby consolidating the operations into one company, Spearhead
Management Canada Limited.

                    CHANGES IN SECURITIES AND USE OF PROCEEDS

In February 2004, we completed a private placement of 3,925,080 shares of our
common stock, for an aggregate purchase price of $981,270 or $.25 per share. For
each two shares purchased, investors were also issued a three-year warrant to
purchase one additional share of common stock exercisable at $.30 per share. The
Company issued common stock and warrants to purchase 477,134 shares of common
stock to six accredited investors for an aggregate purchase price of $238,567;
each warrant entitles the holder to purchase one share of common stock for $.30
per share during the 3 year period from the date of sale.

On March 17, 2004 the Company issued 6,000 shares of common stock to counsel to
the Company for legal services rendered and issued an additional 10,000 shares
of common stock to an unrelated third party as consideration for fixed assets
acquired.

<PAGE>

In June 2004, we completed a private placement of 592,941 shares of our common
stock, for an aggregate purchase price of $504,000 or $.85 per share. For each
share purchased, investors were also issued a three-year warrant to purchase one
additional share of common stock exercisable at $1.00 per share during the three
year period from the date of the sale. The Company sold 352,941 shares of common
stock and warrants to purchase 352,941 shares of common stock to three
accredited investors for an aggregate purchase price of $300,000; 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. 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.

On July 19, 2004 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 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 there under.

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 2. Description of Property

We currently maintain offices at 1900 Corporate Boulevard N.W., Suite 305 West,
Boca Raton, Florida 33431.

Spearhead Management Canada Limited re-located to its current facility of 6,432
square feet of office space in Ottawa, Canada, in November 2004. The lease
period runs from January 1, 2005 through March 31, 2010 and included a fixturing
period from October 22, 2004 through December 31, 2004. This location is the
central facility from which its business is conducted. Spearhead Management also
leases an additional 3,627 square feet in Ottawa with the lease

<PAGE>

expiring in July 2007. Spearhead Management also leases an additional 1,687
square feet of office space in Toronto, Canada. The Toronto facility lease
expires in July 2005 and will not be renewed. The leases are with unaffiliated
third parties.

Item 3. Legal Proceedings

On February 23, 2005 SMCL was served with an action in Ontario Superior Court
alleging wrongful dismissal of Frederick Biggar, a former sales executive. The
action seeks damages of $300,000. The Company intends to aggressively defend
this action.

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

There were no maters substantial to security holdings in the fourth quarter of
2004.

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
        Issuer Purchases of Equity Securities

Our common stock is traded on the over-the-counter bulletin board under the
symbol "SPHE". From February 12, 2001 to October 31, 2003, our common stock was
traded under the symbol "FADI". From November 1, 2003 to June 3, 2004, our
common stock was traded under the symbol "TFAI". The following table sets forth
the high and low bid prices our common stock for each fiscal quarter of 2004 and
2003. The bid prices are inter-dealer prices, without retail markup, markdown or
commission, and do not reflect actual transactions.

Period                                                   High Bid    Low Bid
                                                         --------    -------

October 1, 2004 - December 31, 2004                      $   1.01    $   .38
July 1, 2004 - September 30, 2004                        $   0.85    $   .36
April 1, 2004 - June 30, 2004                            $   1.17    $   .55
January 1, 2004 - March 30, 2004                         $   1.12    $   .55
October 1, 2003 - December 31, 2003                      $    .70    $   .20
July 1, 2003 - September 30, 2003                        $    .28    $   .10
April 1, 2003 - June 30, 2003                            $    .20    $   .10
January 1, 2003 - March 30, 2003                         $    .17    $   .10

As of December 31, 2004, there were approximately 126 holders of record of our
Common Stock.

We have not paid any dividends with respect to our Common Stock and have no
present plan to pay any dividends in the foreseeable future. The Company intends
to retain its earnings to support the growth and expansion of its business.

Item 6. Management's Discussion and Analysis or Plan of Operation

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. General Accepted Accounting Principles.

<PAGE>

Spearhead Limited, Inc.'s operations for the twelve months ended December 31,
2004 consists of twelve months of operation for Kischi Konsulting and seven
months of operations for Progestic International and FSG Consulting.

RESULTS OF OPERATIONS

Year Ended December 31, 2004 ("2004") Compared To Year Ended December 31, 2003
("2003").


The Company derives all of its revenues from its Canadian Subsidiary, which in
turn generates over 90% of its business from direct contracts with the Canadian
(Federal, Province and Local) Government. Operational results for the year-ended
December 31, 2004 consist of twelve month of operations for Kischi Konsulting
and seven month of operations for Progestic International and FSG Consulting as
compared with only two months of Kischi Konsulting for 2003.



o     Revenues: Over the past year, we have witnessed numerous developments in
      the Canadian economy, government, and marketplace that have had a
      significant impact on the IT professional services industry in the
      National Capital Region. IT Consulting companies are facing an
      ever-changing marketplace that is increasingly competitive. While the
      marketplace is still in a recovery stage the Company was able to whether
      the storm by re-negotiating sub-contractor fees; consolidating its
      physical locations; and by consolidating its processes and systems to
      create an efficient financial machine. Management believes that it is well
      positioned for the inevitable improvement in the IT Service market.
      Revenues for the year ended December 31, 2004 was $13,246,416 as compared
      to $1,378,070 for 2003, for an increase of $11,868,346. The acquisition of
      Progestic and FSG in June 2004 accounted for $4,436,173 of the increase in
      revenues.



o     Cost of Sales: Direct expenses are those costs paid to the sub-contracting
      consultants and employees performing the services that generate revenues.
      Direct costs were $11,250,077 for 2004 as compared to $1,258,123 for 2003,
      an increase of $9,991,954 of which $3,608,030 are attributable to the
      acquisition of Progestic and FSG in June 2004. Cost of Sales was 85% of
      sales for the current period as opposed to 92% of sales for the comparable
      period in 2004. The reduction in cost of sales as percentage of sales
      results in part from the Company's ability to re-negotiate sub-contractor
      fees but more as a result on the acquisition of Progestic and FSG as these
      two operations are more oriented toward and employee base (with
      corresponding higher margins) as opposed to the sub-contractor/outsourcing
      (lower margins) environment approach of Kischi Konsulting.



o     Gross Profit: Gross profit amounted to $1,996,340 (15%) for 2004 as
      compared to $119,947 (9%) in 2003 for a favorable variance of 6%, or
      $1,876,393 of which $828,143 was generated by the acquisition of Progestic
      International and FSG Consulting. This increase in gross margin rate is
      directed related to the reduction in cost of sales as addressed above.



      o     Selling, General and Administrative Expense: Selling, general and
            administrative expenses were $3,446,961 as compared to $355,201 for
            2004 for an increase of $3,091,760. Selling, General and
            Administrative Expenses remained constant at 26% of sales for both
            periods. Included in the 2004 expenses is $461,567 ($209,125 of
            interest expense and $252,451 of non-cash expense for warrants
            issued) related to borrowing to finance the acquisition of Progestic
            and FSG, $75,000 of consulting fees paid to the previous ownership
            of Progestic and FSG and additional expenses $8,024 related to the
            credit facility and Accounts receivable insurance placement. If we
            adjust December 31, 2004 expenses for these items ($544,600) than
            Selling, General and Administrative expenses for 2004 would be
            $2,902,361 or 22% of sales for a decrease of 4% over the previous
            comparable period. Management is constantly examining ways of
            reducing these expenses.


      o     Discounted Operations. During the year 2003, we sold our first aid
            and safety retail operations. The sales resulted in a gain after
            income taxes of $189,546 which off-set the loss of discontinued
            operations of $189,912 for a combined loss of $366 for 2003.

<PAGE>


o     The Company incurred a net loss of $1,300,306 (10% of sales) for the year
      ended December 31, 2004 against a loss of $261,173 (19% of sales) last
      year. The reduction, of Company losses, as a percentage of sales relates
      to the improvement in the Company overall Gross Margin rate and Management
      is working diligently at both continuing the increase in Gross Margin
      rates as well as bringing down Selling, General and Administrative
      expenses in the future. In addition, if we adjust for the $252,451 of
      non-cash expense related to the warrants issued for the loans to the
      Company then the net loss for the year ended December 31, 2004 would have
      been $1,047,855 or 8% of sales as compared to 19% for 2003


Liquidity and Capital Resources


Our primary ongoing sources of cash for operational purposes are net cash flows
from operating activities, borrowings under a credit facility and loans from
stockholders. Based upon management's projections and assessment of current
market conditions, we believe we will have adequate liquidity to meet our needs
for fiscal 2005. Our working capital at December 31, 2004 was ($482,998) as
compared to ($204,900) at December 31, 2003.



Term Loan Facilities



In December 2004, our operating subsidiary, Spearhead Management Canada Limited
negotiated a demand revolving operating loan with the Bank of Montreal (BMO)
which provides borrowing up to $3,000,000 (CND), $2,498,840 (US) bearing
interest at the banks prime rate plus 1% per annum. As at December 31, 2004 the
wholly owned subsidiary SMCI was utilizing $1,353,833 (CDN), $1,126,317(US)
which leaves an additional $1,145,007(USD) available on the facility. The demand
loan is secured by a first ranking registered security interest in favor of the
bank over all of the property of the Company; corporate guarantee for $3,050,000
(CDN), $2,537,438 (US) from its parent company (Spearhead Limited, Inc.);
assignment of accounts receivable insurance and fire insurance; subordination of
dividends payable, funds due to parent company (Spearhead Limited, Inc.) and
funds due a company controlled by a director.



Sale of Stock



During 2004 the Company generated $810,520 from a secondary private placement of
common stock bring the total funds raised from private placements ($703,700) in
2003 to $1,514,200.



Borrowings



During 2004 the Company borrowed $885,000 (total borrowings of $1,485,000 less
$600,000 repaid during 2004) from companies controlled by shareholders and a
senior executive officer of the Company. The Company agreed to repay the loans
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 warrants to purchase 395,001 shares of Company
common stock at $.85 per share and 100,000 shares of Company common stock at
$.50 per share.



The major Shareholders have demonstrated in the past and have indicated a
willingness to continue to fund the Company capital as the need may arise in
its' future expansion, acquisition and operational plans. Therefore management
is confident that it will be able to provide the necessary cash needed for
subsequent activities from private placements, and/or additional borrowings.



Managements plan is to aggressively seek out suitable acquisition candidates. A
suitable candidate being an IT consulting firm experiencing difficulties which
could benefit from the management professional in Spearhead Limited Inc. and
would also add to the overall synergy of the Company. As of this submission the
Company is not negotiating with any potential acquisition nor does the Company
have any material commitments for capital expenditures.


GENERAL

We offer a wide range of consulting and outsourcing services designed to enhance
clients' business performance through the efficient and effective use of

<PAGE>

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.

Over the past year, we have witnessed numerous developments in the Canadian
economy, government, and marketplace that have had a significant impact on the
IT professional services industry in the National Capital Region. With the
change in government leadership, widely publicized government scandals and
overall decreased demand for IT services, IT consulting companies are facing a
changing marketplace that is increasingly competitive and fraught with
uncertainty. Spearhead has always taken great pride in its ability to adapt and
respond to changing market conditions and today is no different. We are
committed to maintaining our dominate position in the IT professional service
industry and will do so by anticipating and adapting to emerging trends and
opportunity within our industry.

PLAN OF OPERATION

Our mission is to provide quality, client focused management consulting services
to our clients to enable them to improve business performance through the
efficient and effective use of information technology. In November 2004,
Spearhead's Corporate Leadership Team identified five strategic initiatives that
were deemed critical to achieving our growth objective:

      1.    Broaden our client base within the federal government;

      2.    Expand our client base with Systems Integrators and Aboriginal
            companies;

      3.    Establish ourselves as leaders in strategic specialized practices;

      4.    Improve profitability (gross margins and bottom line); and

      5.    Continue improvement of internal business processes to be more
            efficient.

In the year ahead, the primary goal for the sales organization will be to
increase market share. In order to achieve this goal, the sales team will focus
on maximizing revenue in our core accounts and diversifying into new government
and department by winning RFP's in strategic accounts. This will be accomplished
independently and in partnership with systems integrators that will allow us to
target projects and accounts otherwise unattainable.

In support of Spearhead's key initiative, the HR and recruiting team will focus
on improving Spearhead's profile with current and prospective consultants. The
emphasis will be put on improving recruiting processes (be more proactive) to
attract consultants with highly sought after skill sets, increasing our
frequency of contact with the consultant community and ensuring employee
satisfaction. These objectives have been established with the intent to improve
upon Spearhead's overall corporate strategies and at the departmental level
continue to focus on recruiting.

Special attention will be paid to our specialized practices: management and
audit, knowledge management, and security services. Steady growth is anticipated

<PAGE>

for management and audit. Opportunities in knowledge management and RDIMS
services continue to increase, however, our presence and focus has declined.
Every effort will be made to gain the market share. Finally, several initiatives
are currently being undertaken by government departments in the area of
application security and physical security. We aim to establish a practice to
compete in these spaces, with an ultimate goal of establishing ourselves as one
of the leading firms to provide these services.

Finally, given that the Spearhead name and branding is relatively new, our
marketing team will focus on getting the market to know us. Projects for this
year include the re-branding of our web site, the development of fact sheets
explaining our services, the transfer of our contracting vehicles and contact
lists from existing entities to Spearhead, and, finally, the elaboration of a
marketing strategy.

Spearhead has a strong team of dedicated individuals committed to achieving the
vision set out in our strategic place. We are well positioned for the eventual
improvement in the IT service market and are confident that we will achieve the
financial targets set out in the plan, in spite of the challenging market
conditions.

COMPANY RESOURCES

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 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 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.

CONSULTING SERVICES

Our Canadian subsidiary, through its predessors, has 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.

<PAGE>

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 On-line (eGovernment), records and document information
      management systems.

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
successfully with consulting firms that are significantly larger, better
capitalized and possess greater fiscal and physical resources than we do. We
believe that we will continue to effectively compete in this industry as:

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 OPERATIONS

In 2004, our finance team consolidated their processes and systems to create an
efficient financial machine. Their challenge for 2005 will be to integrate the
Sales team's client and opportunity tracking system into their financial
processes in a more efficient manner.

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.

<PAGE>

Item 7. Financial Statements

The financial statements required in Item 7 are attached at pages F-1 through
F-19 herein.

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

There have been no changes to or disagreements with our accountants that are
required to be disclosed.

Item 8A. Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that
the information required to be disclosed in the reports that we file under the
Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
our Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can only provide reasonable assurance of
achieving the desired control objectives, and in reaching a reasonable level of
assurance, management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.



As required by SEC Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the quarter covered by this report. Based on the
foregoing, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective at the reasonable
assurance level.



There has been no change in our internal controls over financial reporting
during our most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.


<PAGE>




Item 8B. Other Information

None

                                    PART III

Item 9. Directors and Executive Officers of the Registrant

               IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth our current directors and executive officers, and
their ages and positions with us:

       Name             Age                        Position
-------------------     ---     ----------------------------------------------

Michel L. Marengere     58      Chairman, Chief Executive Officer and Director

Jacques R. Delorme      61      Vice President and Director

Scott Siegel            51      Director

Jeffrey N Tabin         61      Chief Financial Officer

MICHEL L. MARENGERE has been our Chairman, Chief Executive Officer and a
director since October 31, 2003. He has also served as the Senior Partner of
Gestion Edinov Inc. since February 1991. Gestion Edinov, located at 38 Place du
Commerce, suite 10-515 Ile des Soeurs, (Quebec) Canada, H3E 1T8, specializes in
corporate business development, mergers and acquisitions and financings. Mr.
Marengere has also serves as President of Spearhead Management Canada, Inc., our
wholly owned subsidiary.

JACQUES R. DELORME has been our Vice President and a member of our board of
directors since October 31, 2003. He has also served as the Managing Partner of
Servidel Inc. since May 1988. Servidel Inc is a marketing consulting firm
specialized in the technology and the industrial sectors. Mr. Delorme has also
served as a director of Spearhead Management Canada, Inc. our wholly owned
subsidiary.

SCOTT SIEGEL has served as a member of our board of directors since August 2000.
He served as our Chief Executive Officer from January 1, 2001 (acting Chief
Executive Officer from August 1, 2000) until November 1, 2003, and as our
Chairman and Secretary from August 1997 to December 1999. From December 1999 to
August 2000, Mr. Siegel served as a Group Manager at First Aid Select, a
business division of Van Dyne-Crotty, Inc., our former affiliate. From 1991 to
1997, Mr. Siegel was President of Affirmed Medical of Florida, Inc., a first aid
van service distributorship.

JEFFREY TABIN has served as our Chief Financial Officer since August 2001. He
served as a director from August 2001 until October 2003. He has also served as
CEO of abmmIndustries, Inc. a financial and IT consulting firm.

Our officers are elected annually at the first board of directors meeting
following the annual meeting of shareholders, and hold office until their
respective successors are duly elected and qualified, unless sooner displaced.

<PAGE>

                          CORPORATE GOVERNANCE MATTERS

Audit Committee. The board of directors has not yet established an audit
committee, and the functions of the audit committee are currently performed by
the entire board of directors. We expect to establish an audit committee in
2005.

Board of Directors Independence. Our board of directors consists of three
members. None of our directors are "independent" within the meaning of
definitions established by the Securities and Exchange Commission or any
self-regulatory organization. The Company intends on adding independent
directors to the board in 2005.

Audit Committee Financial Expert. We do not yet have an audit committee and,
therefore, we have no "audit committee financial expert" within the meaning of
Item 401(e) of Regulation S-B. In general, an "audit committee financial expert"
is an individual member of the audit committee who (a) understands generally
accepted accounting principles and financial statements, (b) is able to assess
the general application of such principles in connection with accounting for
estimates, accruals and reserves, (c) has experience preparing, auditing,
analyzing or evaluating financial statements comparable to the breadth and
complexity to the Company's financial statements, (d) understands internal
controls over financial reporting and (e) understands audit committee functions.
When the Audit Committee is formed an appropriate financial expert will be
added.

Code of Ethics. We have not yet adopted a Code of Ethics applicable to our Chief
Executive Officer, principal financial and accounting officers and persons
performing similar functions. A Code of Ethics is a written standard designed to
deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair,
accurate, timely and understandable disclosure in regulatory filings and public
statements, (c) compliance with applicable laws, rules and regulations, (d) the
prompt reporting violation of the code and (e) accountability for adherence to
the Code. We have not yet adopted a Code of Ethics, nor are we under any legal
obligation to do so. When we adopt a Code of Ethics, we will file a copy of the
Code of Ethics with the Securities and Exchange Commission, and will provide a
copy, without charge, to any person desiring a copy of the Code of Ethics, by
written request to the Company at its principal offices.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based solely upon a review of Forms 3, 4 and 5 furnished to us for the fiscal
year ended December 31, 2004, no person subject to Section 16(a) of the Exchange
Act based upon their relationship to us failed to timely file any of the
foregoing reports, except that:

o     Michel L. Marengere, our Chief Executive Officer and a director, did not
      timely file a Form to report the issuance of 33,334 warrants on July 19,
      2004, 50,000 warrants on November 3, 2004, and 25,000 warrants on November
      19, 2004.

<PAGE>

Item 10. Executive Compensation

Summary Compensation Table
--------------------------

The following table shows, for each of the three years ended December 31, 2004,
the cash and other compensation paid by us to our President and Chief Executive
Officer, and each other executive officer whose annual compensation was $100,000
or more.

Annual Compensation, Long Term Compensation

<TABLE>
<CAPTION>
                                                                     Securities
Name and                     Salary    Bonus         Other           Underlying         All Other
Principal Position   Year    (US$)     (US$)   Compensation (US$)     Options      Compensation (US$)
------------------   ----   -------   ------   ------------------   -----------    ------------------
<S>                  <C>    <C>       <C>      <C>                  <C>            <C>
Michel L.            2004                                 240,000       150,000
Marengere,           2003                                  40,000       150,000
President and
Chief Executive
Officer

Scott Siegel         2004                                 150,000        50,000
                     2003   125,769   50,000               25,000       150,000
                     ----   -------   ------   ------------------   -----------
</TABLE>

(1) Mr. Marengere assumed the duties as Chief Executive Officer on October 31,
2003. Other compensation consists of consulting fees received under a consulting
agreement.

(2) Mr. Siegel served as our Chief Executive Officer from August 2000 until
October 31, 2003. Other compensation consists of consulting fees received under
a consulting agreement.

Consulting Agreements

Effective November 1, 2003, we entered into a consulting agreement with Michel
L. Marengere and his affiliated corporation, covering consulting services to be
rendered to us through such corporation, by Mr. Marengere. The term of the
consulting agreement commenced November 1, 2003 and will terminate on October
31, 2005, subject to one additional twelve-month renewal term. Under the
consulting agreement Mr. Marengere serves as our Chief Executive Officer, and
his affiliated corporation is entitled to a consulting fee in the amount of
$20,000 per month, plus applicable taxes. The agreement contains standard
confidentiality provisions, as well as a non-compete provision covering a period
of 12 months following termination of the agreement within the state of Florida
and the provinces of Ontario and Quebec, Canada. The non-compete provision may
be shortened to three months or six months depending upon the basis for
termination of the agreement.

<PAGE>

Effective November 1, 2003, we entered into a consulting agreement with Jacques
R. Delorme and his affiliated corporation, covering consulting services to be
rendered to us through such corporation, by Mr. Delorme. The term of the
consulting agreement commenced November 1, 2003 and will terminate on October
31, 2005, subject to one additional twelve-month renewal term. Under the
consulting agreement Mr. Delorme serves as a Vice President, and his affiliated
corporation is entitled to a consulting fee in the amount of $7,500 per month,
plus applicable taxes. The agreement contains standard confidentiality
provisions, as well as a non-compete provision covering a period of 12 months
following termination of the agreement within the state of Florida and the
provinces of Ontario and Quebec, Canada. The non-compete provision may be
shortened to three months or six months depending upon the basis for termination
of the agreement.

Effective November 1, 2003, we entered into a consulting agreement with Scott
Siegel, a director, and his affiliated corporation, to provide us with
consulting services and advice in the areas of business development, mergers,
acquisitions, combinations and strategic alliances, as well as internal
relationships with our officers and directors and United States corporate
governance matters. The term of the consulting agreement commenced November 1,
2003 and will terminate on October 31, 2005, subject to one additional
twelve-month renewal term. For his services Mr. Siegel's affiliated corporation
is entitled to a consulting fee in the amount of $12.500 per month. The
agreement contains standard confidentiality provisions, as well as a non-compete
provision covering a period of 12 months following termination of the agreement
within the state of Florida. The non-compete provision may be shortened to three
months or six months depending upon the basis for termination of the agreement.

Effective November 1, 2003, we entered into a consulting agreement with Jeffrey
Tabin, and his affiliated corporation, to provide us with consulting services.
Under the consulting agreement Mr. Tabin serves as CFO, and his affiliated
corporation is entitled to a consulting fee in the amount of $6,500 per month,
plus applicable taxes. The term of the consulting agreement commenced November
1, 2003 and will terminate on October 31, 2004, subject to one additional
twelve-month renewal term. Mr. Tabin's agreement has been extended for an
additional twelve months through October 31, 2005. The agreement contains
standard confidentiality provisions, as well as a non-compete provision covering
a period of 12 months following termination of the agreement within the state of
Florida. The non-compete provision may be shortened to three months or six
months depending upon the basis for termination of the agreement.

We have no other written agreements with any of our executive officers or
directors and we maintain no retirement, fringe benefit or similar plans for the
benefit of executive officers or directors. We may, however, enter into
employment or consulting contracts with our officers and key employees, adopt
various benefit plans and begin paying compensation to our officers and
directors as we deem appropriate to attract and retain the services of such
persons.

We do not pay fees to directors for their attendance at meetings of the board of
directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.

<PAGE>

On June 3, 2004 the Company borrowed $860,000 from Corporations controlled by
shareholders. $560,000 from 373 Corp., a company controlled by a shareholder and
senior executive officer of the Company and $150,000 from 3689697 Corp., a
company controlled by a shareholder and $150,000 from 3113019 Corp., a company
also owned by a shareholder. 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. 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. On July 3, 2004 the
Company borrowed an additional $100,000 from 373 Corp., a company controlled by
a shareholder and senior executive officer of the Company. In addition, the
lender acquired 33,334 warrants to purchase Company stock at $0.85 per share,
said warrants issued September 3, 2004 and expire September 2, 2007. 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. On November 3, 2004 the Company
borrowed an additional $150,000 from 373 Corp., a company controlled by a
shareholder and senior executive officer of the Company. In addition, the lender
acquired 50,000 warrants to purchase Company stock at $0.50 per share, said
warrants issued November 3, 2004 and expire November 2, 2007. The Company agreed
to repay the loans on December 31, 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. On November 19, 2004 the Company
borrowed an additional $75,000 from 373 Corp., a company controlled by a
shareholder and senior executive officer of the Company and an additional
$75,000 from 3689697 Corp., a company controlled by a shareholder and an
additional $75,000 from 3113019 Corp., a company also owned by a shareholder.
The Company agrees to repay the loans on December 31, 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. In addition,
the lenders acquired 75,000 warrants to purchase Company stock at $0.85 per
share, said warrants issued November 19, 2004 and expire November 18, 2007. On
December 19, 2004 the company repaid 3113019 Corp., $225,000 and 3689697 Corp.,
$225,000. All of the assets of the Canadian subsidiary Spearhead Management
Canada, Limited have been pledged as collateral against these loans (they take a
secondary position behind the Canadian subsidiary's (Spearhead Management Canada
Limited) pledge of these assets against the Bank of Montreal loan facility (Note
4. Notes to Consolidated Financial Statements). Interest of $194,125 has been
included in the operating expenses of the business for the year ended December
31, 2004.

<PAGE>

Option/SAR Grants Table

The following table sets forth information with respect to the grant of options
to purchase shares of common stock during the fiscal year ended December 31,
2004 to each person named in the Summary Compensation Table.


<TABLE>
<CAPTION>
                        Number Of %       Of Total Options
                           Shares             Granted To       Exercise Or
                         Underlying      Employees In Fiscal    Base Price
       Name           Options Granted            Year            $/Share     Expiration Date
-------------------   ---------------    -------------------   -----------   ---------------
<S>                   <C>                <C>                   <C>           <C>
Michel L. Marengere           150,000                     15%  $       .30          10/31/06
                      ---------------    -------------------   -----------   ---------------

Scott Siegel                   50,000                     15%  $       .30          10/31/06
                      ---------------    -------------------   -----------   ---------------
</TABLE>


Aggregated Option Exercises and Fiscal Year-End Option Value Table

The following table sets forth information with respect to the exercise of
options to purchase shares of common stock during the fiscal year ended December
31, 2004 by each person named in the Summary Compensation Table.


<TABLE>
<CAPTION>
                       Shares                          Number of Shares Underlying        Values of Unexercised Options In the
                     Acquired on      ($) Value      Unexercised Options at Year End               Money At Year End
Name                  Exercise       Realized (1)       Exercisable/Unexercisable             Exercisable/Unexercisable
                     -----------     ------------    -------------------------------      ------------------------------------
<S>                  <C>             <C>             <C>                                  <C>
Michel L. Marengere           --               --                    150,000/150,000      $                    106,500/106,500 (1)

Scott Siegel                  --               --                      50,000/50,000      $                      35,500/35,500
                     -----------     ------------    -------------------------------      ------------------------------------
</TABLE>


(1) Based upon difference between the closing price of the common stock on
December 31, 2004 and the exercise price of the options.

<PAGE>

Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------------------------------

The following table sets forth information relating to our outstanding stock
option plans as of December 31, 2004:

<TABLE>
<CAPTION>
                                                                                         Number of Securities
                                                                                       Remaining Available for
                           Number of Securities to Be        Weighted average        Future Issuance Under Equity
                           Issued Upon Exercise Price        Exercise price Of        compensation Plan (excluding
                             of Outstanding Options,        Outstanding Options,        securities reflected in
                              Warrants and Rights           Warrants and Rights                column a)
                           --------------------------      ---------------------     -----------------------------
<S>                        <C>                             <C>                       <C>
Equity Compensation
Plans Approved by
Security Holders                                    0                        N/A                                 0

Equity Compensation
Plans Not Approved by
Security Holders                                  N/A                        N/A                               N/A
                           --------------------------      ---------------------     -----------------------------

Options to Consultants                      1,000,000      $                 .30                         1,000,000
                           --------------------------      ---------------------     -----------------------------

Total                                       1,000,000      $                 .30                         1,000,000
                           --------------------------      ---------------------     -----------------------------
</TABLE>

Item  11. Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

The following table sets forth certain information, to the knowledge of
management, concerning the beneficial ownership of shares of our common stock as
of March 15, 2005 by:

o     each person who is the beneficial owner of more than 5% of our outstanding
      shares of common stock;

o     each of our directors;

o     each of our executive officers; and

o     all of our executive officers and directors as a group.

Beneficial ownership is generally attributed to person(s) who have the right to
vote or dispose of securities. Under securities laws, a person is considered to
be the beneficial owner of securities owned by him (or certain persons whose
ownership is attributed to him) and that can be acquired by him within 60 days
from the date of this report, including upon the exercise of options, warrants
or convertible securities. We determine a beneficial owner's percentage
ownership by assuming that options, warrants or convertible securities that are
held by him, but not those held by any other person, and which are exercisable
within 60 days of the date of this prospectus, have been exercised or converted.

Unless otherwise indicated, each person in the table has sole investment and
voting power with respect to all shares shown as beneficially owned. Unless
otherwise indicated the address of each beneficial owner is 21218 St Andrews
Boulevard #509, Boca Raton, Fl 33433.


<TABLE>
<CAPTION>
                                                                                                  Percent of
                                                                                                 Beneficially
                                                                                                    Owned
             Name and Address                               Number of Shares                  Outstanding Shares
--------------------------------------------             ---------------------                ------------------
<S>                                                      <C>                                  <C>
Michel L. Marengere                                                  6,904,039(1)                          14.30%
                                                         ---------------------                ------------------

Jacques R. Delorme                                                   1,834,548(2)                           4.09%
                                                         ---------------------                ------------------

Scott Siegel                                                         2,152,866(3)                           4.80%
                                                         ---------------------                ------------------

Jeffrey Tabin                                                          301,500(4)                           0.67%
                                                         ---------------------                ------------------

Officers and Directors as a group (4 persons)                       11,192,953(1)(2)(3)(4)                 23.87%
                                                         ---------------------                ------------------

3772-063 Canada Inc. 208 Sidney Cunningham
Beaconsfield, Quebec, Canada H9W 6E4                                 4,600,000                             10.26%

Louis R. Glaser                                                      2,500,000                              5.58%
74 Green Bush Crescent Thornhill,
Ontario, Canada L4J 5M5
</TABLE>


(1) Consists of (a) 927,930 outstanding shares registered in the name of 3489566
Canada Inc. and 2,500,000 outstanding shares registered in the name of 9044-9273
Quebec Inc., corporations wholly-owned by Mr. Marengere, (b) 2,598,568
outstanding shares registered in the name of Wellgate International Inc., a
corporation in which Mr. Marengere is a director and principal shareholder and
in which he shares voting and investment powers, (c) 150,000 shares issuable
upon exercise of presently exercisable options granted to Mr. Marengere and (d)
295,501

<PAGE>

shares issuable upon exercise of presently exercisable warrants issued to 373
Florida Corp (controlled by Mr. Marengere) and (e) 432,540 shares issuable upon
exercise of presently exercisable warrants issued to Wellgate International,
Inc. Mr. Marengere disclaims beneficial ownership of the securities owned by
Wellgate International, Inc., except to the extent of his pecuniary interest in
such corporation.

(2) Consists of (a) 1,579,453 outstanding shares registered in the name of
9073-3395 Quebec Inc., a corporation wholly-owned by Mr. Delorme, (b) 205,095
shares being held in escrow but issuable within 60 days to Servidel, Inc., a
corporation wholly-owned by Mr. Delorme and (c) 50,000 shares issuable upon
exercise of presently exercisable options granted to Mr. Delorme.

(3) Consists of (a) 801,200 outstanding share registered in the name of Mr.
Siegel, (b) 401,666 outstanding shares registered in name of Martha Siegel, the
spouse of Mr. Siegel, (c) 400,000 outstanding shares registered in the name of
Joshua Siegel, the son of Mr. Siegel, (d) 400,000 outstanding shares registered
in the name of Martha Siegel as custodian for Jordan Siegel, the son of Mr.
Siegel, and (e) 50,000 shares issuable upon exercise of currently exercisable
stock options. The shares described in (a) through (d) of this note have been
pledged to Van-Dyne Crotty, Inc. to secure payment of the purchase price for the
shares.

(4) Includes 50,000 options to purchase common stock.

Item 12. Certain Relationships and Related Transactions

Effective September 30, 2003, we sold substantially all of the assets of our
First Aid Direct wholesale first aid and supply business to VDC Safety and
Supply LLC, a limited liability company controlled by Van-Dyne Crotty, Inc. At
the time of the sale, Van-Dyne Crotty was a principal shareholder of First Aid
Direct, and a majority of our board of directors was affiliates of Van-Dyne
Crotty. The purchase price for the assets disposed of was $1,215,000. The

<PAGE>

purchase price was paid at closing. Approximately $215,000 of the purchase price
was used to retire First Aid Direct's indebtedness to Key Bank. First Aid Direct
also received those of its accounts receivable ($259,150 at June 30, 2003)
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 First Aid Direct. The purchase price for the assets was supported by
a valuation and fairness opinion received from Stenton Leigh Capital Corp., an
unaffiliated financial consulting firm. Holders of more than a majority of our
outstanding shares voted, in person or by proxy, in favor of the sale of assets
at a meeting of shareholders held on September 30, 2003. The shares owned Van
Dyne-Crotty and its affiliates were voted at the shareholders' meeting in the
same proportion as the votes cast by the disinterested shareholders of First Aid
Direct. Following the sale of assets, Van Dyne-Crotty and its affiliates sold
1,701,200 shares of our common stock, or approximately 50% of our then
outstanding shares, to Scott Siegel and members of his immediate family. Mr.
Siegel was our President, Chief Executive Officer and a director up until the
time of closing. The shares were sold for an aggregate purchase price of
$187,132, or approximately $.11 per share. A portion of the purchase price is
evidenced by promissory notes issued to the sellers, and payment of the notes is
secured by the shares sold to Mr. Siegel and his family.

For the years ended December 31, 2003 approximately $769,000 or 30% of revenue
and $1,071,000 was derived from sales to Van-Dyne Crotty, Inc., our former
majority stockholder. From February 2002 until September 20, 2003, we granted
the stockholder a five percent discount from previous price levels to meet
competitive market prices and the increasing volume of purchases being made by
the stockholder.

On October 31, 2003, a change in control of Total First Aid, Inc. occurred when
we issued 26,692,285 shares of our common stock in exchange for substantially
all of the issued and outstanding capital stock of 3323455 Canada Inc. An
additional 3,626,202 shares of our common stock are subject to issuance to
certain Quebec residents who are shareholders of 3323455 Canada Inc. at such
time as the Quebec Securities Administration approves such issuance, whereupon
3323455 Canada Inc. will become our wholly owned subsidiary. Contemporaneous
with the share exchange, we acquired all of the outstanding shares of Kischi
Konsulting, Inc., 2906694 Canada Inc. and 3054276 Canada Inc. for 4,000,000
shares of our common stock and CDN$1,500,000. Affiliates of Michel L. Marengere,
our Chief Executive Officer and a director, received 3,427,930 shares of our
common stock as consideration for their interest in the acquired companies.
Affiliates of Jacques R. Delorme, our Vice President and a director, received
1,784,548 shares of our common stock as consideration for their interest in the
acquired companies.

In addition, during the fiscal year ended December 31, 2003, our subsidiary
3323455 Canada Inc., incurred expenses totaling $195,578 as a result of advances
made to it by an affiliate of Michel Marengere, our Chief Executive Officer.
Subsequent to December 31, 2003, this indebtedness was satisfied by the issuance
of 782,312 shares of our common stock and warrants to purchase 391,156

<PAGE>

additional shares to Wellgate International Inc., Mr. Marengere's affiliate, in
the private placement described in the next paragraph.

In February 2004, we completed a private placement of an aggregate of 3,925,080
shares of our common stock, for an aggregate purchase price of $981,270 or $.25
per share. For each two shares purchased, investors were also issued a warrant
to purchase one additional share of common stock. Each warrant entitles the
holder to purchase one share of common stock for a period of three years, at an
exercise price of $.30 per share. Among the purchasers in this offering was
Wellgate International, Inc., an affiliate of Michel L. Marengere, our Chief
Executive Officer. Wellgate, which purchased 865,080 shares and 432,540 warrants
for a purchase price of $216,258, participated in the offering on the same terms
and conditions as other investors. $195,578 of the purchase price was paid by
offsetting indebtedness in like amount due from 3323455 Canada Inc. to Mr.
Marengere. The shares and warrants were sold pursuant to the exemptions from
registration under Section 4(2) of the Securities Act of 1933, as amended, and
the rules and regulations See also Item 1. See also Item 10, Executive
Compensation.

                                     PART IV

Item 13. Exhibits, List and Reports on Form 8-K

      (a) The following financial statements are filed as a part of this Form
          10-KSB/A in Appendix A hereto:

                i.    Report of Independent Certified Public Accountants

                ii.   Consolidated balance sheet as of December 31, 2004

                iii.  Consolidated statements of operations for the years
                      ended December 31, 2003 and 2004

                iv.   Consolidated statements of shareholders' equity for the
                      years ended December 31, 2003 and 2004

                v.    Consolidated statements of cash flows for the years
                      ended December 31, 2003 and 2004

                vi.   Notes to consolidated financial statements.

      (b) The following Exhibits are filed as part of this Report on Form
          10-KSB/A:

Exhibit No.                         Exhibit Description
               -----------------------------------------------------------------
   2.1         Asset Purchase Agreement dated August 29, 2003 between First Aid
               Direct, Inc. and VDC First Aid & Safety Supply, LLC (1)

   2.2         Share Exchange Agreement dated October 20, 2003 between Total
               First Aid, Inc. And the Shareholders of 3323455 Canada Inc. (2)

   2.3         Share Purchase Agreement dated September 30, 2003 between 3323455
               Canada Inc., David Vincent, Jocelyn Mulder, Yvon Dompierre,
               3563405 Canada Inc., 3563456 Canada Inc., Kischi Konsulting Inc.,
               2906694 Canada Inc. and 3054276 Canada Inc. (3)

   2.4         Asset Purchase Agreement dated November 14, 2003 between Total
               First Aid, Inc., and Roehampton Aid Corp. (4)

<PAGE>

Exhibit No.                         Exhibit Description
               -----------------------------------------------------------------
  3.1.1        Articles of Incorporation (5)

  3.1.2        Articles of Amendment dated December 5, 1997

  3.1.3        Articles of Amendment dated January 24, 2000

  3.1.4        Articles of Amendment dated October 27, 2003

  3.2          By-Laws

  10.1         Consulting Agreement dated as of November 1, 2003 with Michel L.
               Marengere* **

  10.2         Consulting Agreement dated as of November 1, 2003 with Jacques R.
               Delorme* **

  10.3         Consulting Agreement dated as of November 1, 2003 with Scott
               Siegel* **

  10.4         Consulting Agreement dated as of November 1, 2003 with Jeffrey N
               Tabin* **

  10.5         Asset Purchase Agreement dated February 17, 2004 between Total
               8K/Airst Aid, Inc. and 3323455 Canada Inc. Amended

  10.6         Proxy Statement Annual Meeting dated June 4, 2004

  10.7         Asset Purchase Agreement dated June 17, 6004 between Spearhead
               Limit, Inc. and Progestic International, Inc. and FSG Consulting,
               Inc. 8K

  10.8         Asset Purchase Agreement dated June 17, 6004 between Spearhead
               Limit, Inc. and Progestic International, Inc. and FSG Consulting,
               Inc. 8K/A

  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

(1) Incorporated by reference to Appendix A to the registrant's definitive proxy
    statement filed September 15, 2003.

(2) Incorporated by reference to Exhibit 10.1 to the registrant's Current Report
    on Form 8-K filed November 11, 2003.

(3) Incorporated by reference to Exhibit 10.2 to the registrant's Current Report
    on Form 8-K filed November 11, 2003.

(4) Incorporated by reference to Exhibit 10.1 to the registrant's Current Report
    on Form 8-K filed December 23, 2003.

(5) Incorporated by reference to Exhibit 3.1 to the registrant's Registration
    Statement on Form 10SB filed May 15, 2000.

*   Filed herewith
**  Compensatory Agreement.

      (c)   During the last quarter of the fiscal year ended December 31, 2004,
            the Company filed no reports on Form 8-K.

<PAGE>

Item  14. Principal Accountant Fees and Services

The following table shows the fees that we paid or accrued for the audit and
other services provided for the 2004 and 2003 fiscal year.

                                     Fiscal 2004     Fiscal 2003
                                     -----------     -----------

Audit Fees                           $    76,381     $    19,376
Audit-Related Fees                                         6,157
Tax Fees                                   3,900           2,000
All Other Fees                                 0               0
                                     -----------     -----------

Total                                $    80,281     $    27,533
                                     ===========     ===========

Audit Fees -- This category includes the audit of our annual financial
statements, review of financial statements included in our Form 10-QSB Quarterly
Reports and services that are normally provided by the independent auditors,
Margolies, Fink & Wichrowski, CPAs in connection with engagements for those
fiscal years. This category also includes advice on audit and accounting matters
that arose during, or as a result of, the audit or the review of interim
financial statements.

Audit-Related Fees -- This category consists of assurance and related services
by the independent auditors that are reasonably related to the performance of
the audit or review of our financial statements and are not reported above under
"Audit Fees." The services for the fees disclosed under this category include
consultation regarding our correspondence with the SEC and other accounting
consulting.

Tax Fees -- This category consists of professional services rendered by Glen C.
Sandager C.P.A., P.A. for tax compliance and tax advice. The services for the
fees disclosed under this category include tax return preparation and technical
tax advice.

<PAGE>

All Other Fees -- This category consists of fees for other miscellaneous items.

The Board of Directors has adopted a procedure for pre-approval of all fees
charged by Margolies, Fink & Wichrowski, the Company's independent auditors.
Under the procedure, the Board approves the engagement letter with respect to
audit, tax and review services. Other fees are subject to pre-approval by the
Board, or, in the period between meetings, by a designated member of Board. Any
such approval by the designated member is disclosed to the entire Board at the
next meeting. The audit and tax fees paid to Margolies, Fink & Wichrowski with
respect to fiscal year 2004 were pre-approved by the entire Board of Directors.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in Boca Raton, Florida on
the 16th day of March 2005.

                             Spearhead Limited, Inc.

                       By: /s/ Michel L. Marengere
                       ---------------------------------------------------------

                       Michel L. Marengere, Principal Executive Officer

                       By: /s/ Jeffrey Tabin
                       ---------------------------------------------------------

                       Jeffrey Tabin, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature                             Title                           Date
--------------------------     -------------------------         --------------

/s/ Michel L. Marengere        Chairman of the                  November 9, 2005
-----------------------        Board of Directors, Chief
Michel L. Marengere            Executive Officer, and
                               Director

/s/ Jacques R. Delorme         Vice President and               November 9, 2005
----------------------         Director
Jacques R. Delorme

/s/ Rene Amyot                 Director                         November 9, 2005
----------------------
Rene Amyot

/s/ Nicolas Matossian          Director                         November 9, 2005
----------------------
Nicolas Matossian

/s/ Jeffrey Tabin              Chief Financial Officer          November 9, 2005
----------------------
Jeffrey Tabin

<PAGE>

                             SPEARHEAD LIMITED, INC.

                                TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      F-2

CONSOLIDATED FINANCIAL STATEMENTS

           Consolidated Balance Sheet                                        F-3

           Consolidated Statements of Operations                             F-4

           Consolidated Statements of Stockholders' Equity                   F-5

           Consolidated Statements of Cash Flows                             F-6

           Notes to Consolidated Financial Statements                 F-7 - F-19

                                       F-1

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders Spearhead Limited, Inc.

We have audited the accompanying consolidated balance sheet of Spearhead
Limited, Inc. and Subsidiary as of December 31, 2004, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the two years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Spearhead Limited, Inc. and Subsidiary, as of December 31, 2004 and the results
of its operations and its cash flows for the two years then ended in conformity
with United States generally accepted accounting principles.

/s/ Margolies, Fink and Wichrowski

Certified Public Accountants
Pompano Beach, Florida
March 1, 2005

                                       F-2

<PAGE>

                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2004


                                     ASSETS

Current assets:
Cash                                                                     38,396
Accounts receivable - trade                                           3,026,148
Accounts receivable - other                                             110,002
Prepaid expenses                                                        382,805
Deferred income taxes                                                   166,389
                                                                    -----------

Total current assets                                                  3,723,740

Property and equipment, net                                             204,844
Goodwill                                                              2,743,091
Deferred income taxes                                                    22,875
                                                                    -----------

Total assets                                                        $ 6,694,550
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Line of credit                                                      $ 1,126,317
Accounts payable and accrued expenses                                 2,167,626
Loans payable - stockholder                                             885,000
Income taxes payable                                                     27,795
                                                                    -----------

Total current liabilities                                             4,206,738

Stockholders' equity:
Common stock, $.001 par value; 200,000,000 shares authorized,
   40,058,071 issued and outstanding                                     40,058
Common stock to be issued                                               504,000
Additional paid-in capital                                            4,018,531
Retained deficit                                                     (2,201,204)
Accumulated other comprehensive loss                                    126,427
                                                                    -----------

Total stockholders' equity                                            2,487,812
                                                                    -----------

Total liabilities and stockholders' equity                          $ 6,694,550
                                                                    ===========


See accompanying notes to consolidated financial statements.

                                       F-3

<PAGE>

                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                          2004            2003
                                                      ------------    ------------
<S>                                                   <C>             <C>
Consulting revenues                                   $ 13,246,417    $  1,378,070

Direct expenses                                         11,250,077       1,258,123
                                                      ------------    ------------

Gross profit                                             1,996,340         119,947

Selling, general and administrative expenses             3,446,961         355,201
                                                      ------------    ------------

Loss from continuing operations before income taxes     (1,450,451)       (235,254)

Provision (benefit) for income taxes                      (150,315)         25,553

Loss from continuing operations                         (1,300,306)       (260,807)
                                                      ------------    ------------

Discontinued operations:
Income (loss) from discontinued operations, less
   applicable income taxes of $(114,359) and
   $109,127, respectively                                       --        (189,912)

Gain on disposal of discontinued operations, less
   applicable income taxes of $114,359                          --         189,546
                                                      ------------    ------------

Total discontinued operations                                   --            (366)
                                                      ------------    ------------

Net loss                                              $ (1,300,306)   $   (261,173)
                                                      ============    ============

Net loss per common share:

Continuing operations                                 $      (0.03)   $       (.01)
Discontinued operations                                         --              --
                                                      ------------    ------------

Net loss per common share                             $      (0.03)   $       (.01)
                                                      ============    ============

Weighted average number of shares -
     Basic and diluted                                  39,015,152      31,345,778
                                                      ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.

                                       F-4

<PAGE>

                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                Common      Common    Additional      Retained       Accumulated       Total
                   Number of    Stock -    Stock To     Paid-in       Earnings     Comprehensive   Stockholders'
                    Shares     Par Value   Be Issued    Capital       (Deficit)    Income (Loss)       Equity
                  ----------   ---------   ---------  -----------   ------------   -------------   -------------
<S>               <C>          <C>         <C>        <C>           <C>            <C>             <C>
Balance,
January 1,
2003               3,985,000   $   3,985   $      --  $ 1,604,127   $   (639,725)  $          --   $     968,387

Common stock
issued to
acquire
subsidiary        26,692,285      26,692                 (503,636)                                      (476,944)

Common stock
issued to
acquire
subsidiary         4,000,000       4,000          --      436,000             --              --         440,000

Common stock
sold                      --          --     703,700           --             --              --         703,700

Options issued                                             18,000                                         18,000

Comprehensive
loss:
Net loss                  --          --          --           --       (261,173)             --        (261,173)

Foreign
currency
translation
gain (loss)               --          --          --           --             --         (13,484)        (13,484)
                  ----------   ---------   ---------  -----------   ------------                   -------------

Total
comprehensive
loss                      --          --          --           --             --              --        (256,657)
                  ----------   ---------   ---------  -----------   ------------   -------------

Balance,
December 31,
2003              34,677,285      34,677     703,700    1,554,491       (900,898)        (13,484)      1,378,486

Common stock
issued             2,815,000       2,815    (703,700)     700,885             --              --              --

Common stock
issued to
acquire
subsidiary         1,422,059       1,422          --    1,205,328             --              --       1,206,750

Common stock
sold               1,127,727       1,128     504,000      291,692             --              --         796,820

Common stock
issued in
exchange for
fixed asset           10,000          10          --        7,990             --              --           8,000

Common stock
issued in
exchange for
services               6,000           6          --        5,694             --              --           5,700

Comprehensive
loss:
Net loss                  --          --          --           --     (1,300,306)             --      (1,300,306)

Options issued                                            252,451                                        252,451

Foreign
currency
translation
gain                      --          --          --           --             --         139,911         139,911
                  ----------   ---------   ---------  -----------   ------------   -------------   -------------

Total
comprehensive
loss                      --          --          --           --             --              --        (907,944)
                  ----------   ---------   ---------  -----------   ------------   -------------   -------------

Balance,
December 31,
2004              40,058,071   $  40,058   $ 504,000  $ 4,018,531   $ (2,201,204)  $     126,427   $   2,487,812
                  ==========   =========   =========  ===========   ============   =============   =============
</TABLE>


See accompanying notes to consolidated financial statements.

                                       F-5

<PAGE>

                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                            2004           2003
                                                        ------------   ------------
<S>                                                     <C>            <C>
Cash flows from operating activities:
Net loss                                                $ (1,300,306)  $   (261,173)
                                                        ------------   ------------

Adjustments to reconcile net loss to net cash used
   for operating activities:
Depreciation and amortization                                 73,662          1,301
Non-cash compensation                                        252,451         18,800
                                                                  --
Gain on sale of discontinued operations                           --       (303,905)
Provision for doubtful accounts                                   --        (12,000)
Inventory valuation allowance                                     --         (9,000)
Change in assets and liabilities, net of effects
   of acquisition and dispositions:
   (Increase) decrease in accounts receivable               (516,486)       399,158
   (Increase) decrease in inventories                             --        116,611
   (Increase) decrease) in prepaid expenses                 (285,333)        14,552
   (Increase) decrease in income taxes future               (189,264)            --
   Increase (decrease) in accounts payable and
      accrued expenses                                      (422,865)      (462,507)
                                                        ------------   ------------

      Total adjustments                                   (1,340,286)      (230,290)
                                                        ------------   ------------

Net cash used for operating activities                    (2,388,141)      (498,963)
                                                        ------------   ------------

Cash flows from investing activities:
Purchase of equipment                                        (52,345)        (7,019)
Proceeds from sale of discontinued operations                     --      1,249,383
Acquisition of subsidiary                                   (816,500)    (1,115,682)
                                                        ------------   ------------

Net cash used for investing activities                      (868,845)       126,682
                                                        ------------   ------------

Cash flows from financing activities:
Borrowings on line of credit                               1,122,460             --
Proceeds from sale of common stock                           810,520        703,700
Borrowings from stockholders                               1,485,000             --
Repayment of stockholder loans                              (600,000)

Net cash provided by financing activities                  2,817,980        703,700
                                                        ------------   ------------

Effect of exchange rate changes on cash                      139,911             --

Net increase (decrease) in cash                             (299,095)       331,419

Cash at beginning of period                                  337,491          6,072
                                                        ------------   ------------

Cash at end of period                                   $     38,396   $    337,491
                                                        ============   ============

Supplement disclosures of cash flow information:

Cash paid for interest                                  $     87,851   $      2,062
                                                        ============   ============

Supplemental disclosure of non-cash investing and
   financing activities:

Issuance of common stock for equipment                  $      8,000   $         --
                                                        ============   ============

Issuance of common stock for services                   $      5,700   $         --
                                                        ============   ============
</TABLE>


See accompanying notes to consolidated financial statements.

                                       F-6

<PAGE>

                     SPEARHEAD LIMITED, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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 (see Note 2). At the time of the acquisition,
3323 was substantially inactive. Collectively, 3323 and Total First Aid, Inc.
are known 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 at that time were wholly-owned subsidiaries of
the Company. At October 31, 2003 TFA was an operating Company, as it still
retained the operating assets of its Total First Aid, and Roehampton, product
lines which totaled approximately $320,000. These product lines were not sold by
the Company until December 19, 2003. For purposes of these transactions TFA,
with cash in excess of $1.2 million and the remaining assets of the TFA and
Roehampton product lines, has more than just "nominal" assets and is not a
non-operating public shell.



At the time of the transaction, 3323 was an investment corporation, which had
various investments in Canadian corporations. Kischi Konsulting was a
non-related operating IT consulting company, which had two wholly-owned
subsidiaries, "2906" and "3054".


      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 First Aid Direct, 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, 2004, Total First Aid Inc. changed its
      name to Spearhead Limited, Inc. Additionally on June 3, 2004, the Company
      acquired Progestic International and FSG Consulting and those operations
      have been included in the consolidated statement of operations since the
      date of acquisition. Furthermore, on December 31, 2004 all subsidiaries
      were merged into Spearhead Management Canada Limited, Inc., the only
      subsidiary as of December 31, 2004.

      All amounts included in the consolidated financial statements are
      reflected in US dollars, except where it is indicated as Canadian dollars
      (CDN).

      (b) Business

      The Company is currently in the business of providing a range of
      information technology consulting and outsourcing services designed to
      enhance clients' business performance through the efficient and effective
      use of information technology.

      (c) Principles of Consolidation

      The consolidated financial statements include the accounts of the Company
      and its subsidiary, Spearhead Management Canada Limited. All significant
      inter-company accounts and transactions have been eliminated in
      consolidation.

                                       F-7

<PAGE>

      (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) Property and Equipment

      Property and equipment are stated at cost. Depreciation is computed using
      the straight-line method over the estimated useful lives of the assets.
      Gain or loss on disposition of assets is recognized currently. Repairs and
      maintenance which do not extend the lives of the respective assets are
      charged to expense as incurred. Major replacements or betterments are
      capitalized and depreciated over the remaining useful lives of the assets.

      (g) Goodwill


      Goodwill represents the excess of cost over fair value of net assets
      acquired through December 31, 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 its fair-value based impairment test during
      January 2005, and no impairment charge was deemed necessary.



      The detail of the changes in the carrying amount of goodwill during the
      fiscal year ended December 31, 2004 is detailed as follows:



         Balance, January 1, 2004                          $ 1,555,682

         Arising in completed business combinations          1,187,409

         Balance, December 31, 2004                        $ 2,743,091


      (h) Revenue Recognition, work-process and deferred contract revenue


      Approximately 85% of our contracts are billed on a time and materials
      basis. The client is paying on a monthly basis for the actual time spent
      during the month. No pre-billing or work-in progress occurs on these
      contracts and costs and revenues are directly related. The client must
      sign-off on timesheets before we will recognize the revenues.



      i. Revenue from fixed price contracts is recognized in accordance with the
      percentage-of-completion method of accounting. Degree of completion is
      generally based on predetermined milestones within the contracts. The
      effect of changes to total estimated income for each contract is
      recognized in the period in which the determination is made and losses, if
      any, are recognized fully when anticipated. On fixed price projects,
      progress is measured according to the project plan handed in at the time
      of the proposal and agreed upon with the client at the onset of the
      contract. The project plan is made up of a combination of milestones and
      deliverables and tasks required to reach milestones. Resources are
      assigned to each task and an effort level is also calculated based on
      experience and previous knowledge. Progress is then measured by factoring
      the level of effort expended on each completed task within a
      milestone/deliverable. Clients must sign-off as having accepted the
      deliverables/milestones before we will recognize the revenue.



      ii. Work in progress represents unbilled work which results from the
      excess of contract costs and profits recognized to date on the
      percentage-of-completion accounting method over billings to date. Work- in
      progress is booked at cost; profits are not recognized until the
      deliverables/milestones have been billed. Work-in-progress was
      non-material ($86,542, less than 3% of total trade receivables) and has
      been included in accounts receivable.



      iii. Deferred contract revenue represents the excess of billings to date
      over the amount of contract costs and profits recognized to date on the
      percentage-of-completion accounting method. Deferred contract revenue
      ($14,445, Less than 1% of total trade receivables) was non-material and
      has been included in accounts receivable.


                                       F-8

<PAGE>

      (i) Advertising

      Advertising costs are expensed as incurred. Advertising costs incurred for
      the years ended December 31, 2004 and 2003 were approximately $3,200 and
      $20,000, respectively.

      (j) Long-lived assets

      The Company reviews its long-lived assets for impairment whenever events
      or changes in circumstances indicate that the carrying value of an asset
      may not be recoverable. In performing the review of recoverability the
      Company estimates the future cash flows expected to result from the use of
      the asset and its eventual disposition. If the sum of the expected future
      cash flows is less than the carrying amount of the assets, an impairment
      loss is recognized by comparing the fair value of assets to their carrying
      value. Long-lived assets to be disposed of are reported at the lower of
      carrying amount or fair value, fewer costs to sell. The Company has
      determined that no impairment losses need to be recognized through the
      fiscal year ended December 31, 2004.

      (k) Income Taxes

      The Company files federal and state income tax returns in the United
      States for its domestic operations, and files separate foreign tax returns
      for the Company's Canadian subsidiaries. The Company accounts for its
      income taxes using Statement of Financial Accounting Standards (SFAS) No.
      109, ("Accounting For Income Taxes"), which requires the recognition of
      deferred tax liabilities and assets for expected future tax consequences
      of events that have been included in the financial statements or tax
      returns. Under this method, deferred tax liabilities and assets are
      determined based on the difference between the financial statement and tax
      bases of assets and liabilities using enacted tax rates in effect for the
      year in which the differences are expected to reverse. The Company
      provides a valuation allowance against its deferred tax assets when it
      believes that it is more likely than not that the asset will not be
      realized.

      (l) Net Income (Loss) Per Common Share

      The Company has adopted SFAS No. 128, ("Income Per Share"), which requires
      the reporting of both basic and diluted income per share. Basic net income
      (loss) per share is determined by dividing income (loss) available to
      common shareholders by the weighted average number of common shares
      outstanding for the period. Diluted income (loss) per share reflects the
      potential dilution that could occur if options or other contracts to issue
      common stock were exercised or converted into common stock, as long as the
      effect of their inclusion is not anti-dilutive.

      (m) 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"). APB No. 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.


For purposes of the following 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 and 2003: no dividend yield; volatility of
108.5; risk-free interest rate of 4% and an expected term of three years. The
weighted average Black-Scholes value of options granted during 2004 and 2003 was
$.67 and $.66, respectively, per option. 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 net loss and basic
and diluted loss per share would have been reduced to the pro forma amounts
indicated below:



                                                       Year Ended December 31,
                                                         2004           2003
                                                      -----------   -----------
Net loss - as reported                                $(1,300,306)  $  (243,173)

Less: stock-based employee compensation
   determined under the fair value method,
   net of income tax effect                              (416,724)     (360,000)
                                                      -----------   -----------
Net loss - pro forma                                  $(1,717,060)  $  (603,173)
                                                      ===========   ===========

Basic and diluted loss per share -

      As reported                                     $      (.03)  $      (.01)
                                                      ===========   ===========

      Pro forma                                       $      (.04)  $      (.02)
                                                      ===========   ===========



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 and 2003: no dividend yield; volatility of
108.5; risk-free interest rate of 4% and an expected term of three years.


                                       F-9

<PAGE>

      (n) Foreign Currency Translation

      The accounts of the Company's foreign subsidiary are translated into U.S.
      dollars. For subsidiaries 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.

      (o) 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.

      In December 2003, the issued Staff Accounting Bulletin No. 104, "Revenue
      Recognition" ("SAB 104"), rescinded the accounting guidance contained in
      SAB 101, "Revenue Recognition in Financial Statements," and incorporated
      the body of previously issued guidance related to multiple-element revenue
      arrangements. The Company's adoption of SAB 104 did not have any impact on
      its financial statements.

      In July 2004, the FASB issued EITF Issue No. 02-14, "Whether an Investor
      Should Apply the Equity Method of Accounting to Investments Other than
      Common Stock" ("EITF 02-14") EITF 002-14 requires application of the
      equity method of accounting when an investor is able to exert significant
      influence over operating and financial policies of an investee through
      ownership of common stock or in-substance common stock. EITF 02-14 is
      effective for reporting periods beginning after September 15, 2004. The
      adoption of EITF 02-14 will not have a significant impact on the Company's
      financial statements.

      On December 16, 2004, the FASB issued Statement of Financial Accounting
      Standards ("SFAS") No. 123 (revised 2004), Share-Based Payment, ("SFAS
      123R"). SFAS 123R requires all share-based payments to employees to be
      recognized at fair value in the financial statements. SFAS 123R replaces
      SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"),
      supersedes Accounting Principles Board ("APB") Opinion No. 25, Accounting
      for Stock Issued to Employees ("APB 25"), and SFAS No. 148, Accounting for
      Stock-Based Compensation -- Transition and Disclosure -- an Amendment of
      FASB Statement No. 123 and amends FASB Statement No. 95, Statement of Cash
      Flows. SFAS 123R is effective for public companies at the beginning of the
      first interim or annual period beginning after June 15, 2005. Accordingly,
      we will be adopting SFAS 123R effective July 1, 2005.

                                      F-10

<PAGE>

      As such, effective with the Company's fiscal quarter ending September 30,
      2005, SFAS 123R will eliminate the Company's ability to account for stock
      options using the method permitted under APB 25 and instead require us to
      recognize compensation expense should the Company issue options to its
      employees or non-employee directors. The Company is in the process of
      evaluating the impact adoption of SFAS No. 123R will have on the
      consolidated financial statements.

      On December 21, 2004, the Financial Accounting Standards Board (the
      "FASB") issued FASB Staff Position No. 109-2, Accounting and Disclosure
      Guidance for the Foreign Earning Repatriation Provision within the
      American Jobs Creation Act of 2004 ("FSP 109-2"). The American Jobs
      Creation Act of 2004 (the "Act") was enacted on October 22, 2004, and
      introduces, among other things; a special one-time dividends received
      deduction on the repatriation of certain foreign earnings to a U.S.
      taxpayer ("repatriation provision"), provided certain criteria are met.
      FSP 109-2 was issued to allow additional time for companies to determine
      whether any foreign earnings will be repatriated under the Act's
      repatriation provision, given the law was enacted late in the year and
      certain provisions are unclear. Under FSP 109-2, companies that take the
      additional time are required to provide disclosures about the status of
      the Company's evaluation and the potential effects of its decision. FSP
      109-2 is effective for the year ended December 31, 2004. The adoption of
      this standard does not have an effect on the Company's financial
      statements.

      SFAS No. 153, Exchange of Nonmonetary Assets, an amendment of APB Opinion
      No. 29 ("SFAS 153"), was issued in December 2004. APB Opinion No. 29,
      Accounting for Nonmonetary Transactions ("APB 29"), provides the basic
      principle that exchanges of nonmonetary assets should be measured based on
      the fair value of the assets exchanged. However, APB 29 includes certain
      exceptions to that principle. SFAS 153 amends APB 29 to eliminate the
      exception for nonmonetary exchanges of similar productive assets and
      replaces it with a general exception for exchanges of nonmonetary assets
      that do not have commercial substance. SFAS 153 is effective for
      nonmonetary exchanges occurring on or after July 1, 2005. The adoption of
      this standard does not have an effect on the Company's financial
      statements.

      On March 9, 2004, the U.S. Securities and Exchange Commission ("SEC")
      Staff issued Staff Accounting Bulletin ("SAB") 105, Application of
      Accounting Principles to Loan Commitments ("SAB 105"), in which the SEC
      Staff expressed their view that the fair value of recorded loan
      commitments, including interest rate lock commitments ("IRLCs"), that are
      required to follow derivative accounting under SFAS No. 133, Accounting
      for Derivative Instruments and Hedging Activities ("SFAS 133"), should not
      consider the expected future cash flows related to the associated
      servicing of the loan. The adoption of this standard does not have an
      effect on the Company's financial statements.

                                      F-11

<PAGE>

(2) DISPOSITIONS AND ACQUISITIONS

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

Effective as of the close of business on September 30, 2003, 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.

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, including all obligations
associated with the current employees of the operations transferred, and
outstanding purchase orders. The Company has recorded a loss on the disposition
of these assets of approximately $265,000.

The Company has reported a net gain on these transactions of approximately
$304,000, before income taxes, in discontinued operations on their statement of
operations.


Acquisition of Companies
------------------------



Kischi Konsulting Inc., 3054276 Canada Inc. and 2906694 Canada Inc.
-------------------------------------------------------------------



On October 31, 2003, the Company consummated the acquisition of 100% of Kischi
Konsulting Inc. ("Kischi"), 3054276 Canada Inc. ("3054") and 2906694 Canada Inc.
("Centos"). 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. (see Note 8) 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. There were no contingent payments, options or commitments specified
in the acquisition agreement. There were no research and development assets
purchased or written off during the period with respect to this acquisition. In
addition, the allocation of the purchase price reported is final and there will
be no adjustment in subsequent periods. The Company has accounted for this
acquisition as a purchase, and has included the results of operations for these
entities in the statement of operations since November 1, 2003.



Progestic International Inc. and FSG Consultants Inc.
-----------------------------------------------------



On June 3, 2004 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.



The Company acquired 100% of the issued and outstanding common 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. The
purchase price for the acquisition 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. There were no contingent payments,
options or commitments specified in the acquisition agreement. There were no
research and development assets purchased or written off during the period with
respect to this acquisition. In addition, the allocation of the purchase price
reported is final and there will be no adjustment in subsequent periods. The
Company has accounted for this acquisition as a purchase, and has included the
results of operations for this entity in the statement of operations since June
3, 2004.



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. The purchase price for the acquisition 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. There were no contingent payments, options or commitments specified
in the acquisition agreement. There were no research and development assets
purchased or written off during the period with respect to this acquisition. In
addition, the allocation of the purchase price reported is final and there will
be no adjustment in subsequent periods. The Company has accounted for this
acquisition as a purchase, and has included the results of operations for this
entity in the statement of operations since June 3, 2004.


<PAGE>


The recorded purchase price of the net assets acquired in each of the above
transactions and its allocation to the net assets acquired is reflected in the
following table USD:



                                             Kischi     Progestic       FSG
                                           ----------   ----------   ----------
Fixed assets                               $   18,798   $  166,656   $   31,757
Accounts receivable                         1,731,261      828,425      433,275
Goodwill                                    1,555,682      560,571      626,838
Accounts payable                            1,499,741      456,402      361,870

Total purchase price                       $1,806,000   $1,097,250   $  730,000



The goodwill associated with the three acquisitions in Canada will not be
deducted for tax purposes as the Company is not filing a consolidated tax
return, and is carrying the investment in its subsidiaries on the tax return
balance sheet as of December 31, 2004.


                                      F-12

<PAGE>





The following unaudited pro forma information has been prepared assuming
Progestic and FSG had been acquired as of the beginning of the periods
presented. The pro forma information is presented for information purposes only
and is not necessarily indicative of what would have occurred if the acquisition
had been made as of that date. In addition, the pro forma information is not
intended to be a projection of future results.



      Pro forma Information (unaudited)



                                                    Year Ended December 31,
                                                      2004           2003
                                                  ------------   ------------
      Consulting revenue                          $ 20,326,355   $ 14,745,195
      Net loss from continuing operations         $   (239,960)  $   (544,217)
      Loss per share from continuing operations   $       (.01)  $       (.02)


(3) PROPERTY AND EQUIPMENT

The following is a summary of property and equipment, less accumulated
depreciation as of December 31, 2004:

                                            Estimated
Useful Lives
Furniture and equipment         $ 279,818    5 years
Less accumulated depreciation     (74,974)
                                ---------

                                $ 204,844
                                =========

Depreciation expense for the years ended December 31, 2004 and 2003 was $73,662
and $1,301 respectively.

                                      F-13

<PAGE>

(4) LINES OF CREDIT


The Company's Canadian subsidiary (Spearhead Management Canada Limited) has a
demand revolving operating loan which provides for borrowing up to $3,000,000
(CDN), $2,495,840 (US), bearing interest at the Canadian bank's prime rate plus
1% per annum. As of December 31, 2004 $1,353,833 (CDN), $1,126,317 (US) is
outstanding. The demand loan is secured by a first ranking registered security
interest in favor of the bank over all of the property of the Company; corporate
guarantee for $3,050,000 (CDN), $2,537,438 (US) from its parent company
(Spearhead Limited, Inc.); assignment of accounts receivable insurance and fire
insurance; subordination of dividends payable, funds due to parent company
(Spearhead Limited, Inc.) and funds due a company controlled by a director. In
addition the Company has obtained insurance on their accounts receivable as a
credit enhancement to facilitate the line of credit with the bank. The Company
had interest expense of $224,229 with a weighted average interest rate of 11% as
compared to interest expense of $1,223 last year at a weighted average interest
rate of 7%.


(5) COMMITMENTS AND CONTINGENCIES

Leases
------

The Company's Canadian subsidiary has entered into long-term lease agreements
with minimal annual lease obligations, exclusive of escalation costs as follows:

               2005                           $ 129,621
               2006                             118,988
               2007                             100,708
               2008                              73,134
               2009                              71,009
                  Thereafter                     17,752
                                              ---------

                                              $ 511,212
                                              =========

Rent expense during the years ended December 31, 2004 and 2003 was $117,152 and
$142,243, respectively.

Contingency
-----------

Effective June 3, 2003 the Company has engaged two consultants for a term of two
twelve month periods at a rate of $90,000 per annum, with one twelve month
renewal option.

The Company is contingently liable in the amount of $104,513 for services
rendered by legal counsel for third parties on behalf of a former subsidiary
which was subsequently wound-up into the Company. In the opinion of management,
this debt had been settled and no balance is owing. No provision for possible
losses therein has been reflected in the accounts of the Company.

(6) 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 a
director for two twelve month periods at a rate of $150,000 per annum, with a
twelve month renewal option, and another 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 and a consulting agreement with an officer for a
twelve month period at an annual rate of $66,000 with a twelve month renewal
option which was renewed at an annual rate of $78,000.

                                      F-14

<PAGE>

Loans from Related Parties
--------------------------


During 2004 the Company borrowed $1,485,000 from companies controlled by
shareholders and a senior executive officer of the Company. The Company agreed
to repay the loans with a fixed rate (loan origination fee) of ten (10%) until
maturity (of which $960,000 matured September 30, 2004 and $525,000 matured
December 31, 2004) 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
warrants to purchase 395,001 shares of Company common stock at $.85 per share
and 100,000 shares of Company common stock at $.50 per share. The Company repaid
$600,000 of the loans in the 4th quarter ended December 31, 2004. There was
$885,000 (due to a company controlled by a shareholder and senior executive
officer of the Company) outstanding as at December 31, 2004. Interest of
$209,125 has been included in the operating expenses of the business for the
year ended December 31, 2004 that is attributable to these loans. In addition,
$252,241 of non-cash expense was charged against operations for the year ended
December 31, 2004 to reflect the cost of the warrants issued in conjunction with
the above discussed related loans. The amount charged was calculated using the
Black Shoals Method.


Sales to Prior Stockholder
--------------------------

During the year ended December 31, 2003, approximately $769,000 or 30% of
revenue was derived from sales to the majority stockholder who acquired the
retail operations on December 16, 1999, and maintained a five year product
supply agreement with the majority stockholder. In February 2002, the Company
granted, and continued to grant the stockholder a five percent discount from
previous price levels to meet competitive market prices and the increasing
volume of purchases being made by the stockholder, until the sale on September
30, 2003(see Note 2).

Other
-----

During the year, one of the Company's subsidiaries incurred management fees of
$41,205 with companies owned by the prior directors. These transactions are
included in the normal course of operations and measured at the exchange amount,
which is the amount established and accepted by the parties.

In addition, the Company had the following transactions and balances with
related parties:

                                                     2004        2003
                                                   ---------   --------
Expense reimbursement to its director for
   expenditures made on behalf of the Company      $  27,505   $ 18,814
Salaries and fees paid to directors and officers   $ 235,329   $ 40,000

(7) INCOME TAXES

The components of the provision for income taxes (benefit) provided on
continuing operations are:

                                Current    Deferred       Total
                               --------   ----------   ----------
Year ended December 31, 2004
   Federal                     $     --   $       --   $       --
   State                             --           --           --
   Foreign                       16,074     (166,389)    (150,315)
                               --------   ----------   ----------

      Total                    $ 16,074   $ (166,389)  $ (150,315)
                               ========   ==========   ==========

Year ended December 31, 2003
   Federal                     $     --   $       --   $       --
   State                             --           --           --
   Foreign                       25,553           --       25,553
                               --------   ----------   ----------

      Total                    $ 25,553   $       --   $   25,553
                               ========   ==========   ==========

                                      F-15

<PAGE>

The components of the provision for income taxes (benefit) provided on total
discontinued operations on a net basis are:

                                 Current   Deferred   Total
                                --------   --------   -----

Year ended December 31, 2004
      Federal                   $     --   $     --   $  --
      State                           --         --      --
      Foreign                         --         --      --
                                --------   --------   -----

            Total               $     --   $     --   $  --
                                ========   ========   =====

Year ended December 31, 2003
      Federal                   $ (3,621)  $  3,621   $  --
      State                         (387)       387      --
      Foreign                         --         --      --
                                --------   --------   -----

            Total               $ (4,008)  $  4,008   $  --
                                ========   ========   =====

A reconciliation of income tax computed at the statutory federal rate to income
tax expense (benefit) is as follows:

                                                   2004         2003
                                                ----------   ---------

Tax provision at the statutory rate of 34%      $ (407,000)  $ (74,000)
State income taxes, net of federal income tax           --          --
Benefit of foreign net operating loss             (166,000)         --
Increase (decrease) in deferred tax valuation
   allowance                                       400,000     113,000
Foreign income taxes, other                         16,000      26,000
Other                                               (7,000)    (39,000)
                                                ----------   ---------
                                                $ (150,000)  $  26,000
                                                ==========   =========

The net tax effects of temporary differences between the carrying amount of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes are reflected in deferred income taxes. Significant
components of the Company's deferred tax assets as of December 31, 2004 and 2003
are as follows:

                                                2004           2003
                                            ------------   ------------

Net operating loss carryforward - U.S.      $    488,000   $     87,000
Net operating loss carryforward - Foreign      1,287,000      1,121,000
Depreciation and amortization                     (2,800)        (2,000)
Less valuation allowance, Foreign NOL         (1,121,000)    (1,090,000)
Less valuation allowance, other                 (485,200)      (116,000)
                                            ------------   ------------

Net deferred tax asset                      $    166,000   $         --
                                            ============   ============

As of December 31, 2004, sufficient uncertainty exists regarding the
realizability of these deferred tax assets and, accordingly, a significant
valuation allowance has been established. The net change in the valuation
allowance for the years ended December 31, 2004 and 2003 was a $400,200 increase
and a $1,203,000 increase, respectively.

                                      F-16

<PAGE>

At December 31, 2004 and 2003, the Company had net operating loss carryforwards
for federal and state income tax purposes of approximately $1,434,000 and
$170,000, which are available to offset future taxable income, if any, through
2024.

At December 31, 2004, and 2003 the Company had net operating loss carryforwards
for foreign income tax purposes of approximately $3,780,000 and $3,190,000,
respectively, which are available to offset future taxable income, if any,
through 2011.

(8) COMMON STOCK

On October 31, 2003 Total First Aid, Inc. authorized the issuance of 26,692,285
shares of its common stock in exchange for all of the issued and outstanding
shares of 3323455 Canada Inc. The Company then issued 4,000,000 shares of its
common stock to acquire the additional Canadian subsidiaries as detailed in (see
Note 2.)

During the year ended December 31, 2004 the Company issued 2,815,000 shares of
common stock ($703,700) which had been sold through a "Securities Purchase
Agreement" during 2003, but had not yet been issued. Each share of common stock
sold entitles the shareholder to one-half a warrant, exercisable at $.30 per
share for a period of three years, expiring on October 30, 2006. The warrants
were immediately exercisable.

The Company also sold an additional 1,110,080 shares ($277,820) of its common
stock at $.25 per share. Each share of common stock purchased entitles the
shareholder to one-half a warrant, exercisable at $.30 per share for a period of
three years, expiring on October 30, 2006. The warrants were immediately
exercisable. In 2004 the Company issued 17,647 shares ($15,000) of its common
stock at $.85 per share, which had been sold through a "Securities Purchase
Agreement". Each share of common stock purchased entitles the shareholder to one
warrant, exercisable at $1.00 per share for a period of three years, expiring on
October 31, 2006. The warrants were immediately exercisable.

In conjunction with the two acquisitions during June 2004, the Company issued
863,824 shares of common stock for the acquisition of Progestic International
and another 558,235 shares of common stock for the acquisition of FSG
Consulting.

The Company sold an additional 592,941 shares at $.85 per share ($504,000),
through a "Securities Purchase Agreement". These shares remain un-issued as of
December 31, 2004. Each share of common stock purchased entitles the shareholder
to one warrant, exercisable at $1.00 per share for a period of three years,
expiring on October 31, 2006.

Finally, the Company issued 10,000 shares ($8,000) of its common stock at $.80
per share for fixed assets and also issued 6,000 shares ($5,700) of its common
stock at $.95 per share for services. Both of these transactions were with
unaffiliated third parties.

(9) STOCK OPTIONS


On October 31, 2003, the Company issued to key members of management options to
purchase 1,000,000 shares of common stock at $.30 per share as per table below.
The exercise price was established as the fair market value of the common stock
at the date of grant, therefore no compensation was recorded on the issuance of
the options to the employees of the Company. The options vest immediately and
expire in three years from the grant date.



--------------------------------------------------------------------------------
     Recipients         # of Options             Position               Expiring
--------------------------------------------------------------------------------
 Michel L Marengere        150,000     C.E.O. & Chairman of the Board   10/31/06
--------------------------------------------------------------------------------
    Scott Siegel           150,000         V.P. Investor Relations      10/31/06
--------------------------------------------------------------------------------
  Jacques R Delorme         50,000             V.P. Secretary           10/31/06
--------------------------------------------------------------------------------
   Jeffrey N Tabin          50,000                 C.F.O.               10/31/06
--------------------------------------------------------------------------------
   Yvon Dompierre          150,000        V.P. Business Development     10/31/06
--------------------------------------------------------------------------------
  Perry Henningsen         150,000       President (Past) Subsidiary    10/31/06
--------------------------------------------------------------------------------
    David Vincent          150,000            C.F.O. Subsidiary         10/31/06
--------------------------------------------------------------------------------
 Thornhill Capital *       150,000            Investment Banker         10/31/06
--------------------------------------------------------------------------------
Total options granted    1,000,000
--------------------------------------------------------------------------------



* The 150,000 options granted to Thornhill Capital were charged against
operations in the amount of $18,000 (options valued utilizing the Black Shoals
Method at date of issue).


In 2004, the Company issued 1,962,540 options as part of a "Securities Purchase
Agreement" which entitles the owner of the option the right to purchase the
common stock of the Company at $.30 per share. The exercise price was
established as the fair market value of the common stock at the date of grant,
therefore no compensation was recorded on the issuance of the options. The
options vest immediately and expire in three years from the grant date.

                                      F-17

<PAGE>

In 2004 the Company issued 17,647 options as part of a "Securities Purchase
Agreement" which entitles the owner of the option the right to purchases the
common stock of the Company at $1.00 per share. The exercise price was
established at the fair market value of the common stock at the date of grant
and vested immediately and expires in three years from the grant date.

In 2004 the Company issued 700,000 options as part of the acquisition of
Progestic International and FSG Consulting which entitled the owner of the
option the right to purchase the common stock of the Company at $1.00 per share.
The exercise price was established at the fair market value of the common stock
at the date of grant and vested immediately and expires in three years from the
grant date.

In 2004 the Company issued 395,001 options as part of the loan agreements
between the Company and the lenders, which entitles the owner to purchase the
common stock of the Company at $.85 per share. The exercise price was
established at the fair market value of the common stock at the date of grant
and vested immediately and expires in three years from the grant date. In 2004
the Company issued 100,000 options as part of the loan agreements between the
Company and the lenders, which entitles the owner to purchase the common stock
of the Company at $.50 per share. The exercise price was established at the fair
market value of the common stock at the date of grant and vested immediately and
expires in three years from the grant date.

In 2004, the Company sold 592,941 (un-issued as at December 31, 2004) shares of
common stock options as part of a "Securities Purchase Agreement" which entitles
the owner of the option the right to purchases the common stock of the Company
at $.85 per share. The exercise price was established as the fair market value
of the common stock at the date of grant and the options vest immediately and
expire in three years from the grant date.

A summary of the Company's stock options is detailed as follows:

                                     Number       Weighted
                                   of Shares   Average Price
                                   ---------   -------------
Outstanding at December 31, 2002          --
      Granted                      1,000,000   $        0.30
      Exercised                           --
                                   ---------

Outstanding at December 31, 2003   1,000,000   $        0.30
Granted                            3,768,129   $        0.94
Exercised                                 --
                                   ---------

Outstanding at December 31, 2004   4,768,129   $        0.54
                                   =========   =============

The following table summarizes additional information about all of the stock
options outstanding at December 31, 2004:

            Outstanding options                      Exercisable options
------------------------------------------   -----------------------------------
                                Weighted
                                 average
    Range of                    remaining     Weighted                 Weighted
exercise prices     Shares    life (years)   avg. price     Shares    avg. price
---------------   ---------   ------------   ----------   ---------   ----------
$    .30 - 1.00   3,573,128           2.00   $     0.42   3,573,128   $     0.42
     .85 - 1.00   1,020,001           2.58         0.95   1,020,001         0.95
     .50 - 1.00     175,000           2.83         0.65     175,000         0.65
                  ---------   ------------   ----------   ---------   ----------

$    .30 - 1.00   4,768,129           2.47   $     0.54   4,728,129   $     0.54
                  =========   ============   ==========   =========   ==========

                                      F-18

<PAGE>




(10) CONCENTRATIONS OF CREDIT RISK AND ECONOMIC DEPENDENCY

Financial instruments that potentially subject the Company to concentrations of
credit risk are cash and accounts receivable. The Company maintains deposit
balances at financial institutions that, from time to time during the year, may
exceed federally insured limits. The Company maintains its cash with high
quality financial institutions which the Company believes limits these risks.

The Company's operating subsidiary in Canada derives approximately 75-80% of its
consulting revenues from the Canadian federal government, through various
contracts with different agencies. Approximately 40% of the revenues generated
by the subsidiaries during the fiscal year ended December 31, 2004 and 2003 were
with one agency within the Canadian government.

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS


The carrying values of cash and cash equivalents, receivables, accounts payable,
accrued liabilities and loans payable approximated their fair values due to the
short maturity of these instruments as of December 31, 2004. No allowance for
doubtful accounts has been provided on the trade accounts receivable as they are
insured under an insurance policy beginning in December 2004 and additionally
because over 90% of the receivables are due from the Canadian Federal, Province
or local Government agencies, and the balance are due from consortiums (a group
of companies that do work for the various Canadian governmental agencies and
bill through a third party). The Company has historically not maintain a reserve
for bad debts, but rather would write off a bad debt when it is incurred, again
because of the customer base the Company has not had the occasion write off any
substantial amounts. The insurance instrument essentially establishes a credit
limit amount for each customer (i.e. agency or department) and the Company
submits a listing of the contract amounts and invoices as they are incurred, In
the event that the customer does not remit within the proscribed (generally 45
days) period, then the Company can/would request remittance from the Insurance
Company. As December 31, 2004 all receivable were within the agreed upon credit
limit with minor (non material) exception.


                                      F-19