SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              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 or any amendment to
this Form 10-KSB. [ ]

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>
                             SPEARHEAD LIMITED, INC.
                          ANNUAL REPORT ON FORM 10-KSB
                      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

                                       1
<PAGE>

FORWARD-LOOKING STATEMENTS

Portions of this Form 10-KSB, 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.

                                       2
<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.

                                       3
<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


                                       4
<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, and has been granted
three-year options to purchase 150,000 shares of the Company's common stock,
exercisable at $.85 per share. Five additional executives of Progestic who will
continue in the employ of Progestic were granted options to purchase an
aggregate of 450,000 shares of the Company's common stock upon the same terms
and conditions as those granted to Mr. LaBelle. The options may not be exercised
prior to March 3, 2005. The shares issued as part of the purchase consideration,
as well as the shares issuable upon exercise of the options, have been accorded
"piggy-back" registration rights in connection with future registration
statements that may be filed by the Company.

FSG CONSULTANTS INC.

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

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

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


                                       5
<PAGE>

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

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.

                                       6
<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


                                       7
<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.

                                       8
<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").

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: The Company derives all of its revenues from its Canadian
          subsidiary. The widely publicized scandals in the Canadian government
          which lead to leadership changes in the recent elections resulted in a
          decreased demand for IT services. IT companies were presented with an
          increasingly competitive marketplace which translated into lower gross
          margins. Fortunately the majority of the Company's revenues are from
          fixed price contracts, many of which were already in place at the time
          of the election, enabled the Company to withstand the initial impact
          of marketplace changes. While the marketplace is still in a recovery
          stage the Company has weathered the storm by renegotiating
          sub-contractor fees, by consolidating its physical locations and by
          consolidating its processes and systems to create an efficient
          financial machine. Revenues were $13,246,417 for 2004 as compared to
          $1,378,070 for 2003.

     o    Cost of Sales: Direct expenses are those costs paid to the
          sub-contracting consultants performing the services that generate
          revenues. Direct costs were $11,250,077 for 2004 as compared to
          $1,258,123 for 2003.

     o    Gross Profit: Gross profit for 2004 amounted to $1,996,340 (15%) as
          compared to $119,947 (9%) in 2003 for a favorable variance of 6%. This
          increase in gross margin rate resulted, in part from the addition of
          Progestic and FSG as a portion of their revenues are derived from
          permanent staff/employees which enable the Company to generate higher
          gross margin rates.

     o    Selling, General and Administrative Expense. The selling, general and
          administrative expenses for the year 2004 were $3,194,510 as compared
          to $337,201 for 2003. Selling, General and Administrative expenses
          remained constant at 24% of sales for the two years. Included in the
          2004 expenses is $292,149 or 2.21% of revenues which were related to
          the acquisition of the two operating entities during June 2004.

     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.

                                       9
<PAGE>

     o    The net loss before income tax was $1,198,170 or 9.05% of revenues for
          2004 as compared to a loss before income tax and discontinued
          operation of $217,254 or 15.77% of revenues for a positive variation
          of 6.72%. Overall the net loss per common share went from ($.01) in
          2003 to ($.03) for 2004.

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.

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

   Term Loan Facilities

In December 2004, our operating subsidiary, Spearhead Manage 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). 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.

   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. Interest of $194,125 has been included in the operating expenses
of the business for the year ended December 31, 2004.

GENERAL

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


                                       10
<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


                                       11
<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.

                                       12
<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 0n-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.

                                       13
<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

On February 25, 2005, our management concluded its evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures. Disclosure controls and procedures are controls and procedures
designed to reasonably assure that information required to be disclosed in our
reports filed under the Securities Exchange Act of 1934, such as this Annual
Report, is recorded, processed, summarized and reported within the time periods
prescribed by SEC rules and regulations, and to reasonably assure that such
information is accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.

Our management, including the Chief Executive Officer and Chief
Financial Officer does not expect that our disclosure controls and procedures
will prevent all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. The design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.

As of the evaluation date, our Chief Executive Officer and Chief
Financial Officer concluded that we maintain disclosure controls and procedures
that are effective in providing reasonable assurance that information required
to be disclosed in our reports under the Exchange Act is recorded, processed,
summarized and reported within the time periods prescribed by SEC rules and
regulations, and that such information is accumulated and communicated to our
management, including the Chief Executive Officer and its Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

                                       14
<PAGE>

There have been no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date.

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.

                                       15
<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.

                                       16
<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>
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.

                                       17
<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.

                                       18
<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.

                                       19
<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.            --             --                  150,000/150,000                     $106,500/106,500 (1)
Marengere
--------------------------------------------------------------------------------------------------------------------------
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.



                                       20
<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                     0                       N/A                              0
Plans Approved by
Security Holders
-------------------------------------------------------------------------------------------------------------
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                      4,600,000                   10.26%
Beaconsfield, Quebec, Canada H9W 6E4
-------------------------------------------------------------------------------------------------------------
Louis R.                                                        2,500,000                    5.58%
Glaser
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 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


                                       21
<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


                                       22
<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 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:

--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------


                                       23
<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.


                                       24
<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.

                                       25
<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.



                                       26
<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                     March 16, 2005
---------------------------   Board of Directors, Chief
Michel L. Marengere           Executive Officer, and
                              Director

/s/ Jacques R. Delorme        Vice President and                  March 16, 2005
---------------------------   Director
Jacques R. Delorme

/s/ Scott Siegel              Director                            March 16, 2005
---------------------------
Scott Siegel

/s/ Jeffrey Tabin             Chief Financial Officer             March 16, 2005
---------------------------
Jeffrey Tabin

                                       27
<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
                                                         -----------

                                                         $ 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                              3,108,355
   Retained deficit                                       (1,291,028)
   Accumulated other comprehensive loss                      126,427
                                                         -----------
     Total stockholders' equity                            2,487,812
                                                         -----------
                                                         $ 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                3,194,510           337,201
                                                         ------------      ------------

Loss from continuing operations before income taxes        (1,198,170)         (217,254)

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

Loss from continuing operations                            (1,047,855)         (242,807)
                                                         ------------      ------------

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                                                 $ (1,047,855)     $   (243,173)
                                                         ============      ============

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
 (restated)     30,677,285        $30,677       $      --      $  460,766     $        --             $     --         $   491,443


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

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

Comprehensive
 loss:
  Net loss              --             --              --              --        (243,173)                  --            (243,173)

  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         896,766        (243,173)             (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              --             --              --              --      (1,047,855)                  --          (1,047,855)

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

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

Balance,
 December 31,
 2004           40,058,071        $40,058       $ 504,000      $3,108,355     $(1,291,028)            $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                                             $(1,047,855)     $  (243,173)
                                                          -----------      -----------
Adjustments to reconcile net loss to net cash used
for operating activities:
     Depreciation and amortization                             73,662            1,301
     Foreign exchange gain                                    139,911               --
     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                               (1,200,375)        (255,790)
                                                          -----------      -----------

     Net cash used for operating activities                (2,248,230)        (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
     Net borrowings from stockholders                         885,000               --
                                                          -----------      -----------

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

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 noncash 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, wherein the shareholders of
         3323 retained the majority of the outstanding stock of Total First Aid,
         Inc. after the merger. (see Note 2) At the time of the acquisition,
         both companies were substantially inactive. Collectively, 3323 and
         Total First Aid, Inc. are 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.

         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 an additional fair-value based
         impairment test as of December 31, 2004, and no impairment charge was
         deemed necessary.


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

           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.

           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 was non-material and has been included in
                other 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 was non-material and has been included in other
                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.

                                      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
---------------------------

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. (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. The Company has accounted for this
acquisition as a purchase.

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 were each operated as a wholly-owned
subsidiary of the Company until the merger was effected on December 31, 2004.

                                      F-12
<PAGE>

PROGESTIC INTERNATIONAL INC.

The Company acquired all of the issued and outstanding capital stock of
Progestic for a purchase price consisting of cash in the amount of CDN$500,000
and the issuance of 863,824 shares of the Company's common stock. The
consideration was paid to the former shareholders of Progestic, pro-rata to
their ownership interests in Progestic. The source of the funds used by the
Company to pay the cash portion of the purchase price was a combination of the
sale of equity securities and loans from shareholders and an officer.

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.

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

The goodwill recognized on the acquisitions represents the actual stock issued
and cash paid in excess of the fair market value of all the net assets acquired
in the transactions.

The following unaudited pro forma information has been prepared assuming
Progestic and FSG had been acquired as of the beginning of the period 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)

        Consulting revenue                               $ 20,326,355

        Net loss from continuing operations                  (239,960)
        Loss per share from continuing operations        $       (.01)


(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.


(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

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

During 2004 the Company borrowed $1,485,000 and repaid $600,000 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. 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 $194,125 has been included in
the operating expenses of the business for the year ended December 31, 2004.

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. 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.

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:

<TABLE>
<CAPTION>
                   Outstanding options                       Exercisable options
     --------------------------------------------    -----------------------------------

                                      Weighted
                                       average
        Range of                      remaining      Weighted                  Weighted
     exercise prices     Shares      life (years)   avg. price    Shares      avg. price
     ---------------    ---------    -----------    ----------   --------     ----------
      <S>               <C>             <C>          <C>         <C>           <C>
      $ .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
     ===================================================================================
</TABLE>

                                      F-18
<PAGE>

The weighted average Black-Scholes value of options granted during 2004 and 2003
was $.61 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 pro forma
net loss and pro forma net loss per share would have been as indicated below:

                                        Year Ended                 Year Ended
                                   December 31, 2004          December 31, 2003
                                   ------------------         -----------------

Net loss to common
  shareholders -
         As reported                $  (1,047,855)              $  (243,173)
                                    =============               ===========

         Pro forma                  $    (556,810)              $  (603,173)
                                    =============               ===========

Basic and diluted loss
  per share -
         As reported                $        (.03)              $      (.01)
                                    =============               ===========

         Pro forma                  $        (.02)              $      (.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.


(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.


                                      F-19