UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) ofofThe ~~The~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~August~~February 2314, ~~2006~~ 2007

SPEAR & JACKSON, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-32013		91-2037081
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12012 Southshore Blvd, Suite 103, Wellington, FL 33414

12012 Southshore Boulevard, Suite 103, Wellington, Florida		33414
(Address of principal executive offices)		(Zip Code)

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (561) 793-7233

~~401~~Registrant’s ~~South~~facsimile ~~LaSalle Street~~number, ~~Suite~~including ~~201,~~area ~~Chicago, IL 60605~~ code ____________

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 5.02 Departure of Directors oras Principal Officers;, Election of Directors; Appointment of ~~Principal~~Certain Officers.; Compensatory Arrangements of Certain Officers

~~Effective~~The ~~August~~Board ~~27,~~of ~~2006, Messrs. John R. Harrington, Jr., William Fletcher and Robert Dinerman resigned as~~ Directors ~~and officers~~ of Spear & Jackson, Inc. (the “Company”), aselected ~~well~~Patrick Dyson as ina ~~any~~Director ~~capacity~~effective as ~~officers~~of the ~~and~~close ~~Directors~~ of ~~the~~business ~~Company’s subsidiary~~on ~~companies~~February 14, ~~except~~2007. ~~that~~ Mr. ~~Fletcher~~Dyson ~~will~~was ~~continue~~also toappointed ~~serve as~~ Chairman ~~and Managing Director~~ of the ~~Company’s~~ ~~United~~Board ~~Kingdom~~of ~~principal operating subsidiaries~~Directors. ~~Messrs~~Mr. ~~Lewis~~Dyson ~~Hon~~will ~~Ching Ho and Andy Yan Wai Poon and Ms. Maria Yuen~~assume ~~Man Lam, previously elected as Directors by~~ the ~~Board~~position of ~~Directors~~Company inSecretary ~~order~~effective ~~to fill vacancies established by the Board of Directors, were elected~~ on ~~August~~Mr. ~~28,~~Poon’s ~~2006~~resignation bydescribed ~~Pantene~~below. ~~Global Holdings Ltd~~Mr., ~~the~~Dyson ~~majority~~is ~~stockholder~~currently ~~of Spear & Jackson and an affiliate of United Pacific Industries Limited, as described in~~ the Company’s ~~Information~~Chief ~~Statement~~Financial ~~previously circulated to the stockholders of Spear & Jackson~~Officer. AtThere aare ~~meeting~~no ofadditional ~~the~~arrangements ~~Board~~or ofunderstanding ~~Directors~~between ~~held on August 23, 2006,~~ Mr. HoDyson ~~was selected as Chief Administrative Officer, Mr. Poon was selected as Secretary,~~ and ~~Ms. Lam was selected as Corporate Controller of~~ the Company. with ~~Information~~respect ~~concerning~~to ~~the~~any ~~background~~additional ~~and~~compensation ~~business~~to ~~experiences~~be ofreceived ~~Messrs.~~by Hohim ~~and~~as ~~Poon~~a ~~and~~result ~~Ms. Lam was included in the Company’s Information Statement. None~~ of ~~these~~his ~~persons has entered into employment agreements with Spear & Jackson~~appointment.

The Company was also advised that Mr. Andy Yan Wai Poon has tendered his resignation as a director and Secretary of the Company effective February 28, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPEAR & JACKSON, INC.

ByDated: February ~~/s/~~21, ~~Lewis Hon Ching Ho Lewis Hon Ching Ho Chief Adminstrative Officer~~2007

~~DATED~~By: ~~August~~ ~~28,~~/s/ ~~2006~~Lewis Ho Hon Ching Name: Lewis Ho Hon Ching Title: Director and Principal Executive Officer

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