Exhibit 31.2

          CERTIFICATION PURSUANT TO RULE 13a-15(e) OR 15d-15(e) OF THE
              SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey Tabin, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of Spearhead Limited,
Inc.;

      2. Based on my knowledge, this report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the year covered by
      this report;

      3. Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the small business issuer as of, and for, the years presented in this
      report;

      4. The small business issuer's other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      a) designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the small business issuer,
      including its consolidated subsidiaries, is made known to us by others
      within those entities, particularly during the year in which this report
      is being prepared;

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

      c) disclosed in this report any change in the small business issuer's
      internal control over financial reporting that occurred during the small
      business issuer's fourth fiscal quarter that has materially affected, or
      is reasonably likely to materially affect, the small business issuer's
      internal control over financial reporting; and;

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

      a) all significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the small business issuer's ability
      to record, process, summarize and report financial information; and

      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the small business issuer's
      internal control over financial reporting.

Date: November 9, 2005

/s/ Jeffrey Tabin

Jeffrey Tabin
Chief Financial Officer