SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>spearjackson8kltr.txt
<DESCRIPTION>SPEAR & JACKSON ITEM 4 8K FILED 8/18/04 COMMENT LTR THOMPSON
<TEXT>

August 24, 2004

Mr. William Fletcher
Spear & Jackson, Inc.
6001 Park of Commerce Blvd., Suite 200
Boca Raton, Florida 33431

RE:  	Form 8-K Item 4 filed August 18, 2004
	File # 000-32013

Dear Mr. Fletcher:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone number listed at
the end of this letter.

1. Revise the second paragraph of your Item 4 disclosures to comply
with Item 304(a)(1)(ii) of Regulation S-K.  In this respect, you have
not addressed whether the reports of Sherb & Co. were qualified or
modified as to uncertainty.  If the reports were qualified or modified
as to uncertainty, you must disclose the nature of each such
qualification or modification.

2. Your filing indicates that you have filed a letter from Sherb & Co.
as Exhibit 16.  No such exhibit was filed with your Form 8-K.  Revise
your filing to provide the letter in accordance with Item 304(a)(3) of
Regulation S-K.

3. When you engage a new accountant, report the engagement in a new
Form 8-K and comply with the requirements of Item 304(a)(2) of
Regulation S-K.  In making any disclosures about consultations with
your new accountants, ensure you disclose any consultations up through
the date of engagement.

4. To the extent that you make changes to the Form 8-K to comply with
our comments, please file the amendment under cover of Form 8-KA and
include the ITEM 4 designation.  File the letter from the former
accountant as an Exhibit 16.

*****

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.
1.
2. Please file your supplemental response and amendment via EDGAR in
response to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business days
to respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies of
each amended filing to expedite our review.  Direct any questions
regarding the above to the undersigned at (202) 824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant
Mr. Fletcher
August 24, 2004
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

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