UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
CURRENT REPORT
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-
16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JUNE 2002
-------------------
INSIDE HOLDINGS INC.
------------------------------------------
(Translation of registrant's name into English)
Suite 1260, 609 Granville Street, Vancouver, B.C., Canada
---------------------------------------------------------
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
----- -----
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant In connection with Rule 12g3-2(b):
Inside Holdings Inc. announced today that it has entered into a Letter of
Intent ("LOI") to acquire all of the issued and outstanding securities of
SHEP Limited ("SHEP") and two wholly owned subsidiaries.
Copy of the News Release is attached hereto and filed as Exhibit 1 to
this filing on Form 6-K.
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, thereunto duly authorized.
INSIDE HOLDINGS INC.
By: "Kevin Winter"
-----------------
Name: Kevin Winter
Title: President
Date: June 25, 2002
Exhibit 1
News Release
June 25, 2002
INSIDE HOLDINGS INC. ENTERS INTO LETTER
OF INTENT TO ACQUIRE SHEP LIMITED
VANCOUVER, CANADA - JUNE 25, 2002 - INSIDE HOLDINGS INC. (the "Company"
or "Inside") (OTC BB: IHLGF), announced today that it has entered into a
Letter of Intent ("LOI") to acquire all of the issued and outstanding
securities of SHEP Limited ("SHEP") and two wholly owned subsidiaries.
Under the terms of the LOI, the Company will acquire all of SHEP's
outstanding securities in exchange for 10,600,000 shares of common stock
of Inside and will undertake to raise $1.5 million U.S in gross proceeds
to the Company through a private placement of its equity securities with
a minimum of $500,000 U.S. prior to closing the transaction.
Under the terms of the proposed transaction, it is anticipated that the
management of SHEP will assume senior executive positions within the
Company and will be represented on the board of directors.
The closing of the proposed acquisition will be scheduled at the earliest
appropriate date, subject to certain terms and conditions. This will be
followed by a name change and election of a new board of directors at the
Company's annual general meeting scheduled for August 2002.
About SHEP Limited
SHEP Limited is a corporation based in the British Isles with operating
subsidiaries in the United States. SHEP has designed and developed
proprietary energy technology for application in the global automotive
sector. The Company anticipates licensing its "Stored Hydraulic Energy
Propulsion" (SHEP) to the automotive manufacturers and Tier One suppliers.
Hydraulic propulsion is being embraced by Original Equipment Manufacturers
("OEMs") in the automotive industry. In particular, Ford's own system known
as Hydraulic Launch Assist ("HLA") incorporates SHEP components as an
integral part of Ford's HLA equipped development vehicles currently
undergoing "Implementation Ready" testing.
Optimal use of SHEP technology is in high density urban traffic environment
where acceleration and braking cycles are frequent - accordingly buses,
trucks, taxis and subway systems are ideal applications.
ON BEHALF OF THE BOARD OF DIRECTORS
"Kevin Winter"
Kevin Winter, Director
Statements about the Company's future expectations, including future
revenues and earnings, and all other statements in this press release other
than historical facts, are "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934, and as that term is defined in the Private Securities
Litigation Reform Act of 1995. The Company intends that such forward-
looking statements be subject to the safe harbors created thereby. Since
these statements involve risks and uncertainties and are subject to change
at any time, the Company's actual results could differ materially from
expected results.