SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>spearjackson8kltr3.txt
<DESCRIPTION>SPEAR & JACKSON ITEM 4 8K FILED 12/16/04 COMMENT LTR THOMPSON
<TEXT>

January 12, 2005

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

RE:  	Form 8-K/A Item 4.01 filed December 16, 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. We read that you have engaged Chantrey Vellacott DFK as your
new
accountants, and we note that these accountants are based in
London,
United Kingdom.  We further note that your executive offices are
in
Florida.  Tell us why you selected a United Kingdom based
accounting
firm to audit the financial statements of a Florida based company.
Tell us if your audit will be physically performed in the United
Kingdom or Florida.  Also, tell us if the operations and assets of
your company are physically located in the United Kingdom or in
Florida.  Please note that it is your responsibility to provide
financial statements audited by an auditor who meets the
requirements
of Rule 2-01(a) of Regulation S-X.  Tell us how you have met the
requirements of Rule 2-01(a) of Regulation S-X.

*****

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.

Please file your supplemental response 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
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Mr. Fletcher
January 12, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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