UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) ~~April~~August 119, ~~2005~~2006

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.)

~~6001~~401 ~~Park~~South ofLaSalle ~~Commerce Boulevard~~Street, Suite ~~200~~201, ~~Boca Raton~~Chicago, ~~Florida~~IL ~~33431~~60605

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (~~561~~312) ~~999~~765-~~9011~~0680

__________________________________________________

(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 85.0102 ~~OTHER~~Departure ~~EVENTS~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On As ~~April~~previously ~~11,~~reported ~~2005,~~by the Company, ~~and~~on July 28, 2006, Jacuzzi Brands, Inc., ~~agreed~~together towith USI American Holdings, Inc., completed the ~~termination~~sale of atheir ~~previous~~shares ~~letter~~of ~~agreement~~common ~~dated~~stock ~~September~~of 6,Spear ~~2002,~~& ~~which~~Jackson ~~supplemented~~(representing a ~~Stockholders’~~majority ~~Agreement~~interest) ofto ~~that~~United ~~same~~Pacific ~~date.~~Industries Limited, ~~The~~which ~~letter~~shares ~~agreement~~are ~~required~~held ~~Jacuzzi~~by toUnited ~~vote~~Pacific aIndustries ~~substantial~~Limited’s ~~portion~~wholly-owned ofsubsidiary ~~its~~Pantene ~~voting~~Global ~~capital~~Holdings ~~stock~~Limited (collectively, in“UPI”). On August 7, 2006, the Company infiled ~~proportion~~with to the ~~vote~~Securities ofand ~~other~~Exchange ~~shareholders~~Commission, ofand ~~the~~mailed ~~Company.~~to At the Company’s ~~time~~stockholders, ~~the~~an ~~letter~~Information ~~agreement~~Statement ~~was~~pursuant ~~executed,~~to ~~Jacuzzi~~Sections ~~was~~14(c) aand ~~principal~~14(f) ~~but~~of athe ~~minority~~Securities ~~shareholder~~Exchange Act of ~~the~~1934, as ~~Company.~~amended, ~~With~~disclosing the ~~recent~~intention ~~return~~of UPI to ~~the~~execute ~~capital~~a ofwritten consent, as majority stockholder, electing to the ~~Company~~Board of Directors the ~~majority~~following ~~shareholder~~UPI ~~interest~~nominees: ~~previously~~Lewis ~~held~~Hon byChing ~~PNC~~Ho; ~~Tool~~Andy ~~Holdings~~Yan ~~LLC,~~Ywai ~~Jacuzzi~~Poon; ~~now~~and ~~holds~~Maria aYuen ~~majority~~Man ~~capital~~Lam. ~~stock~~On ~~interest~~August in9, 2006, the ~~Company,~~Board of ~~and~~Directors expanded the ~~continuation~~Board of ~~the~~Directors ~~letter~~from ~~agreement~~three ~~was~~members noto ~~longer~~six ~~considered~~members ~~necessary~~and ~~for~~elected ~~the~~as ~~fulfillment~~additional ofdirectors ~~its~~Messrs. ~~original~~Ho ~~intent~~and Poon and Ms. ~~Jacuzzi~~Lam. ~~provided~~Information aconcerning ~~general~~the ~~release~~backgrounds toof the ~~Company~~new ~~and~~Directors ~~its~~is ~~affiliates~~included ~~excepting~~in the Information Statement under the ~~Dennis~~heading ~~Crowley~~“Information Regarding the Executive Officers and ~~his~~New ~~spouse~~Directors”.

2 The Board of Directors elected the new Directors as a means to facilitate the transition from the prior Board of Directors to the new Board of Directors. At the present time, Messrs. Harrington, Fletcher and Dinerman will continue to serve as Directors together with the newly elected Directors. No new officers have been elected as yet by the Company. Soneet Kapila will continue to serve as Corporate Monitor for the Company.

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.

	By:	/s/ William Fletcher
		William Fletcher
		Acting Chief Executive Officer

DATED: ~~April~~August 1811, ~~2005~~2006

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