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 SEPTEMBER 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):
THE COMPANY, A FOREIGN PRIVATE ISSUER DOMICILED IN CANADA, IS REQUIRED,
UNDER THE BRITISH COLUMBIA SECURITIES ACT AND RULES TO FILE WITH THE BRITISH
COLUMBIA SECURITIES COMMISSION, FOR PUBLIC VIEWING, QUARTERLY AND ANNUAL
FINANCIAL STATEMENTS, AND OTHER INFORMATION, WHICH THE REGISTRANT DEEMS OF
MATERIAL IMPORTANCE TO STOCKHOLDERS.
ATTACHED IS THE COMPANY'S QUARTERLY REPORT FOR THE THREE MONTHS ENDED JULY 31,
2002.
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: /s/ TRACY A. MOORE
Tracy A. Moore, Chief Financial Officer and Director
Dated: September 3, 2002
Exhibit 1
Financial Statements
September 3, 2002
INSIDE HOLDINGS INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
July 31, 2002
INSIDE HOLDINGS INC.
(A Development Stage Company)
BALANCE SHEETS
(Expressed in Canadian Dollars)
(Unaudited)
===============================================================================
July 31, April 30,
2002 2002
- ------------------------------------------------------------------------------
$ $
ASSETS
Current
Cash and cash equivalents 390,502 226,289
Advances to SHEP Limited 102,409 -
Accounts receivable 1,711 216
Prepaid expenses 18,175 -
--------- ---------
Total current assets 512,797 226,505
Total assets 512,797 226,505
===============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities 20,820 7,843
Share subscriptions received (note 5) 387,500 -
-------- --------
Total current liabilities 408,320 7,843
Shareholders' equity
Share capital
Authorized
100,000,000 common shares, without par value
Issued
9,735,300 common shares 3,706,079 3,706,079
Deficit accumulated during the development stage (275,174) (160,989)
Deficit (3,326,428) (3,326,428)
----------- -----------
Total shareholders' equity 104,477 218,662
----------- -----------
Total liabilities and shareholders' equity 512,797 226,505
===============================================================================
Approved on behalf of the Board:
\s\ Malcolm P. Burke
Malcolm P. Burke
\S\ Tracy A. Moore
Tracy A. Moore
The accompanying notes are an integral part of these financial statements.
INSIDE HOLDINGS INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars)
(Unaudited)
================================================================================
Cumulative
Amounts
From
Commencement Three Three
Of Development Month Month
Stage on Period Period
May 1, 2000 Ended Ended
To July 31, July 31,
July 31, 2002 2002 2001
- ------------------------------------------------------------------------------
$ $ $
EXPENSES
Administrative 3,300 3,300 -
Advertising and promotion 9,300 9,300 -
Amortization 40,000 - 5,000
Consulting fees 38,500 31,000 -
Investor relations 19,840 19,840 -
Listing and transfer agent fees 37,161 15,253 690
Management fees 55,500 8,000 7,500
Office and general 7,649 540 41
Professional fees 45,909 8,937 5,710
Recruiting 4,384 4,384 -
Travel and related 13,631 13,631 -
-------- ------- -------
Loss for the period 275,174 114,185 18,941
==============================================================================
Basic and diluted loss per share 0.012 0.004
==============================================================================
Weighted average number
of common shares outstanding 9,735,300 4,637,600
==============================================================================
The accompanying notes are an integral part of these financial statements.
INSIDE HOLDINGS INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)
(Unaudited)
================================================================================
Deficit
Accumulated
Share Capital During the
---------------- Development
Shares Amount Stage Deficit Total
- --------------------------------------------------------------------------------
$ $ $ $
April 30, 1999 487,600 3,163,181 - 3,044,438) 118,743
Loss for the year - - - (187,526) (187,526)
-------- --------- --------- --------- ---------
April 30, 2000 487,600 3,163,181 - (3,326,428) (163,247)
Shares issued for cash 650,000 65,000 - - 65,000
Shares issued for debt
settlement 3,500,000 140,513 - - 140,513
Loss for the year - - (92,614) - (92,614)
--------- --------- -------- ----------- ---------
April 30, 2001 4,637,600 3,368,694 (92,614) (3,326,428) (50,348)
Shares issued for cash 3,000,000 232,500 - - 232,500
Shares issued for debt
Settlement 2,047,700 102,385 - - 102,385
Shares issued for
Services 50,000 2,500 - - 2,500
Loss for the year - - (68,375) - (68,375)
--------- --------- -------- ----------- ---------
April 30, 2002 9,735,300 3,706,079 (160,989) (3,326,428) 218,662
Loss for the period - - (114,185) - (114,185)
--------- --------- --------- ----------- ---------
July 31, 2002 9,735,300 3,706,079 (275,174) (3,326,428) 104,477
================================================================================
The accompanying notes are an integral part of these financial statements.
INSIDE HOLDINGS INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(Unaudited)
================================================================================
Cumulative
Amounts
From
Commencement Three Three
Of Development Month Month
Stage on Period Period
May 1, 2000 Ended Ended
to July 31, July 31,
July 31, 2002 2002 2001
- ------------------------------------------------------------------------------
$ $ $
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period (275,174) (114,185) (18,941)
Adjustments to reconcile loss to net
cash used in operating activities:
Amortization 40,000 - 5,000
Share capital issued for services 2,500 - -
Changes in non-cash working capital items:
Increase in accounts receivable (1,711) (1,495) (325)
Increase in prepaid expenses (18,175) (18,175) -
Increase in accounts payable and
accrued liabilities 21,771 12,977 5,886
Increase in due to (from) related parties 38,700 - 8,025
------- -------- ------
Net cash provided by (used in)
operating activities (192,089) (120,878) (355)
--------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to SHEP Limited (note 5) (102,409) (102,409) -
--------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Share subscriptions provided to the
company (note 5) 387,500 387,500 -
Issuance of common stock 297,500 - -
-------- -------- --------
Net cash provided by (used in)
Financing activities 685,000 387,500 -
-------- -------- --------
Increase(decrease)in cash during
the period 390,502 164,213 (355)
Cash, beginning of period - 226,289 6,940
-------- -------- -------
Cash, end of period 390,502 390,502 6,585
===============================================================================
Cash paid during the period for interest - - -
===============================================================================
Cash paid during the period for income taxes - - -
The accompanying notes are an integral part of these financial statements.
INSIDE HOLDINGS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
JULY 31, 2002
1. NATURE AND CONTINUANCE OF OPERATIONS
The Company was formed under the laws of the province of British Columbia,
Canada, on July 7, 1992 pursuant to a statutory amalgamation of two predecessor
companies previously engaged in the exploration and development of mineral
resource properties in Canada. The balance sheets of the predecessor companies
were carried over at historical cost. Effective October 6, 2000, the Company
changed its governing jurisdiction from the province of British Columbia to the
Yukon Territory.
Since the date of formation, the Company raised additional private equity
capital to settle certain indebtedness and for the further purpose of exploring
new lines of business. All costs associated with identifying, researching and
negotiating with prospective businesses have been charged to earnings in the
year they were incurred.
On May 1, 2000, the Company purchased 400 registered internet domain names each
ending with the suffix "inside.com" from a privately held company with the
intention of developing a network of affiliated destination web-sites for
transacting e-commerce within several industry segments under a singular bond.
The success of the Company's plan of operations was dependant upon its ability
to secure, among other things, agreements with prospective network affiliates
and significant additional capital. The Company was not able to secure satis-
factory agreements with prospective network affiliates or the necessary capital
to materially progress its plans. Market conditions are such that internet based
companies are, in general, experiencing difficulty attracting the necessary
resources to carry out their business plans. As a consequence, the Board of
Directors chose not to renew the registration of its domain names and is seeking
new lines of business, which may also be highly speculative in nature. There can
be no assurance that the Company will successfully identify and secure an
agreement to acquire or merge with a new business on terms acceptable to the
Company or on any terms.
On May 22, 2002, the Company entered into a letter of intent with SHEP Limited
("SHEP"), Ifield Technology Limited, Euro Capital Markets Ltd. and Marshalsea
Hydraulics Limited Executive Pension Scheme for the acquisition of all of the
shares of SHEP. The letter of intent was amended on July 12, 2002 and again on
August 22, 2002 with the intention of closing the acquisition on or before
August 31, 2002. The transaction is subject to a number of terms and conditions
and therefore, there can be no assurance that the transaction will close in the
contemplated timeframe, if at all.
Going Concern
The Company has incurred net losses since inception. Accordingly, the Company's
ability to achieve profitable operations is dependent on its capacity to execute
its business plan and, if necessary, obtain additional financing or explore
merger opportunities.
INSIDE HOLDINGS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
JULY 31, 2002
In an effort to generate revenues sufficient to fund future operations, the
Company is actively seeking business opportunities but there is no assurance
that the Company will achieve viability. In the event that future operating cash
flows do not meet all the Company's cash requirements, it will need additional
financing. Success in raising additional financing is dependent on the Company's
ability to demonstrate a viable business strategy. Should the Company need
additional financing through debt or equity placements, there is no assurance
that such financing will be available, if at all, at terms acceptable to the
Company. These financial statements are prepared on a going concern basis. No
adjustments or presentation modifications have been made for potential effects
on financial position or results of operations, should the Company not be able
to continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates
The preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the year.
Actual results could differ from these estimates.
Cash
The Company considers all investments with a maturity of three months or less to
be cash.
Future income taxes
Future income taxes are recorded using the asset and liability method. Under the
asset and liability method, future tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Future tax assets and liabilities are measured using
enacted or substantively enacted tax rates expected to apply when the asset is
realized or the liability settled. The effect on future tax assets and
liabilities of a change in tax rates is recognized in income in the period that
substantive enactment or enactment occurs. To the extent that the Company does
not consider it to be more likely than not that a future tax asset will be
recovered, it provides a valuation allowance against the excess.
Loss per share
Loss per share is calculated using the weighted-average number of shares
outstanding during the year. In accordance with the revised recommendations of
the Canadian Institute of Chartered Accountants, the Company changed from the
imputed earnings approach to the treasury stock method, to compute the dilutive
effect of options, warrants and similar instruments. Under this method the
dilutive effect on earnings per share is recognized on the use of the proceeds
that could be obtained upon exercise of options and warrants. It assumes that
the proceeds would be used to purchase common shares at the average market price
during the period. The new standard has been applied on a retroactive basis and
had no material impact on the amounts presented.
3. BASIS OF PRESENTATION
These condensed financial statements are unaudited and reflect all adjustments
that, in our opinion, are necessary for a fair presentation of the results for
the interim period. The results of operations for the current interim period are
not necessarily indicative of results to be expected for the current year or any
other period.
These financial statements should be read in conjunction with the financial
statements for the year ended April 30, 2002 and notes thereto included year end
report filed under Form 51-901F filed with the British Columbia Securities
Commission.
4. SHARE CAPITAL
During fiscal 2001, the Company issued share capital as follows:
a) 650,000 shares for cash proceeds in the amount of $65,000.
b) 3,500,000 shares to settle certain debts totaling $140,513, including amounts
owed to related parties.
During fiscal 2002, the Company issued shares as follows:
a) 3,000,000 shares for cash proceeds in the amount of $232,500.
b) 2,047,700 shares to settle certain debts totaling $102,385, including amounts
owed to related parties.
c) 50,000 shares for services, valued at $2,500.
During the current period, the Company did not issue any shares.
The Company has non-capital losses carried forward for income tax purposes of
approximately $120,000, which can be applied against future years taxable
income. Losses of approximately $586,000, incurred prior to May 1, 2000, have
expired and cannot be applied against future income. These losses expired due to
a change in control of the Company as well as a change in the core business of
the Company, in accordance with the Income Tax Act (Canada).
5. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
There were no significant non-cash investing or financing transactions during
the period ended July 31, 2002.
The Company has advanced $102,409 in cash during the quarter to SHEP Limited
("SHEP") to fund the ongoing operations of SHEP pursuant to a letter of intent
signed with SHEP on May 22, 2002. The Company entered into the letter of intent
with SHEP, Ifield Technology Limited, Euro Capital Markets Ltd. and Marshalsea
Hydraulics Limited Executive Pension Scheme for the acquisition of all of the
shares of SHEP. The letter of intent was amended on July 12, 2002 and again on
August 22, 2002 with the intention of closing the acquisition on or before
August 31, 2002.
INSIDE HOLDINGS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
JULY 31, 2002
During the quarter ended July 31, 2002, the Company received $387,500 in share
subscriptions from a number of prospective investors. The share subscriptions
have not been accepted by the board of directors on behalf of the Company.
Should the Company not accept the share subscriptions the Company would be
required to return the funds to the prospective investors with no interest
accrued from the date the funds were received.
6. RELATED PARTY TRANSACTIONS
The Company entered into the following transactions with parties that were
related subsequent to the quarter ended July 31, 2002.
A company controlled by an individual who became a director of Inside Holdings
Inc. subsequent to this quarter-end was paid consulting fees of $31,000 during
the period.
A company controlled by a past director of Inside Holdings Inc. was paid
consulting fees of $8,000 during the period.
A company controlled by an individual who became a director of Inside Holdings
Inc. subsequent to this quarter-end was paid for administrative services
totaling $3,300 during the period.
These transactions were in the normal course of operations and were measured at
the exchange amount, which is the amount of consideration established and agreed
to by the related parties.
7. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, receivable, accounts
payable and accrued liabilities. Unless otherwise noted, it is management's
opinion that the fair value of these financial instruments approximates their
carrying values.
8. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES
These financial statements have been prepared in accordance with generally
accepted accounting principles in Canada ("Canadian GAAP"). These financial
statements also comply, in all material respects, with accounting principles
generally accepted in the United States of America ("United States GAAP") except
that United States GAAP requires the disclosure of recent accounting
pronouncements as summarized below.
Recent Accounting Pronouncements
In June 2001, the FASB issued SFAS No. 141, "Business Combinations", which
supersedes Accounting Principles Board ("APB") Opinion No. 16, "Business
Combinations", and SFAS No. 38, "Accounting for Preacquisition Contingencies of
Purchased Enterprises". Concurrently, the Accounting Standards Board ("ASB") in
Canada issued CICA Handbook Section 1581, "Business Combinations", which is
consistent with SFAS No. 141. This statement will change the accounting for
business combinations and goodwill. SFAS No. 141 and CICA Handbook Section 1581
require that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Use of the pooling-of-interests
method is no longer permitted. This statement also establishes criteria for
separate recognition of intangible assets acquired in a purchase business
combination. This statement also applies to all business combinations accounted
for using the purchase method for which the date of acquisition is July 1, 2001,
or later. The Company does not anticipate that the adoption of this statement
will have a significant impact on its financial statements.
In June 2001, the FASB issued Statement No. 142, "Goodwill and other Intangible
Assets", which supersedes APB Opinion No. 17, "Intangible Assets". Concurrently,
the ASB in Canada issued CICA Handbook Section 3062, "Goodwill and Other
Intangible Assets", which is consistent with SFAS No. 142. This statement
requires that goodwill no longer be amortized to earnings, but instead be
reviewed for impairment. This statement is effective for fiscal years beginning
after December 15, 2001, and is required to be applied at the beginning of an
entity's fiscal year and to be applied to all goodwill and other intangible
assets recognized in its financial statements at that date. Impairment losses
for goodwill and indefinite-lived intangible assets that arise due to the
initial application of this statement (resulting from a transitional impairment
test) are to be reported as resulting from a change in accounting principle.
Under an exception to the date at which this statement becomes effective,
goodwill and intangible assets acquired after June 30, 2001, will be subject
immediately to the non-amortization and amortization provisions of this
statement.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS 143"), which addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. The Company does not anticipate that the
adoption of this statement will have a significant impact on its financial
statements.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment on
Disposal of Long-lived Assets" (SFAS 144), which supersedes SFAS No. 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
be Disposed of". SFAS No. 144 applies to all long-lived assets (including
discontinued operations) and consequently amends APB Opinion No. 30, "Reporting
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business". SFAS No. 144 requires that long-lived assets that are to be disposed
of by sale be measured at the lower of book value or fair value less cost to
sell. That requirement eliminates APB Opinion No.30's requirement that
discontinued operations be measured at net realizable value or that entities
include under "discontinued operations" in the financial statements amounts for
operating losses that have not yet occurred. Additionally, SFAS No. 144 expands
the scope; of discontinued operations to include all components of an entity
with operations that (1) can be distinguished from the rest of the entity and
(2) will be eliminated from the ongoing operations of the entity in a disposal
transaction. SFAS No. 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001, and, generally, its provisions
are to be applied prospectively. The Company does not anticipate that the
adoption of this statement will have a significant impact on its financial
statements.
INSIDE HOLDINGS INC.
QUARTERLY REPORT - FORM 51-901F
JULY 31, 2002
SCHEDULE A: FINANCIAL STATEMENTS
See attached financial statements for the three-month period ended July 31,
2002.
SCHEDULE B: SUPPLEMENTARY INFORMATION
1. Analysis of expenses and deferred costs.
See attached financial statements for the quarter ended July 31, 2002.
2. Related party transactions.
See attached financial statements for the quarter ended July 31, 2002.
3. Summary of securities issued and options granted during the period:
a) Summary of securities issued during the quarter:
Nil
b) Summary of stock options granted during the quarter:
Nil
4. Summary of securities as at the end of the reporting period:
a) Description of authorized share capital including number of shares for each
class, dividend rates on preferred shares and whether or not cumulative
redemption and conversion provisions:
See attached financial statements for the quarter ended July 31, 2002.
b) Number and recorded value for shares issued and outstanding:
See attached financial statements for the quarter ended July 31, 2002.
c) Description of options, warrants and convertible securities outstanding,
including any number or amount, exercise or conversion price and expiry date,
and any recorded value:
There were no options, warrants and convertible securities outstanding at July
31, 2002.
d) Number of shares in each class of shares subject to escrow or pooling
agreements:
There were no shares subject to escrow or pooling arrangements at July 31, 2002.
INSIDE HOLDINGS INC.
QUARTERLY REPORT - FORM 51-901F
JULY 31, 2002
5. Names of the directors and officers as at the date this report was signed
and filed.
Directors:
Kevin Winter - President
Eric Collins - Director
Richard King - Director
Malcolm Burke - Director
Tracy A. Moore - Director
Betty Anne Loy - Director
Officers:
Kevin Winter - President and CEO
Tracy A. Moore - Chief Financial officer and Secretary
SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS
Overview
On May 1, 2000, the Company purchased 400 registered internet domain names each
ending with the suffix "inside.com" from a privately held company, with the
intention of developing a network of affiliated destination web sites for
transacting e-commerce within several industry segments under a singular brand.
The success of the Company's plan of operations was dependant upon its ability
to secure, among other things, agreements with prospective network affiliates
and significant additional capital. The Company was not able to secure
satisfactory agreements with prospective network affiliates or the necessary
capital to materially progress its plans. Market conditions are such that
internet based companies are, in general, experiencing difficulty attracting any
of the necessary resources to carry out their business plans. As a consequence,
the Board of Directors chose not renew the registration of its domain names and
is seeking new lines of business, which may also be highly speculative in
nature. There can be no assurance that the Company will successfully identify
and secure an agreement to acquire or merge with a new business on terms
acceptable to the Company or on any terms.
The Company also terminated without penalty, effective November 30, 2001, the
management agreement made by and between the Company and Pemcorp Management Inc.
("Pemcorp"). Pemcorp, at the time, was a management services company controlled
by two former directors of the Company.
In January 2002, Gateway Research Management Group Ltd., of the Bahamas,
purchased 1,675,000 common shares of the Company from an insider of the Company
in a private transaction and 2,047,700 common shares from the Company in
connection with an assignment and settlement of Company debts in the aggregate
amount of $102,385. Kevin Winter, a director of the Company, is a director of
Gateway. On February 28, 2002, Mr. William McCartney, Mr. Murray Oliver and Mr.
Leonard Petersen resigned from the Board of Directors and Mr. Eric Collins and
Mr. Richard King were appointed to the Board.
INSIDE HOLDINGS INC.
QUARTERLY REPORT - FORM 51-901F
JULY 31, 2002
On May 22, 2002, the Company entered into a letter of intent with SHEP Limited
("SHEP"), Ifield Technology Limited, Euro Capital Markets Ltd. and Marshalsea
Hydraulics Limited Executive Pension Scheme for the acquisition of all of the
shares of SHEP. The letter of intent was amended on July 12, 2002 and again on
August 22, 2002 with the intention of closing the acquisition on or before
August 31, 2002. The transaction is subject to a number of terms and conditions
and therefore, there can be no assurance that the transaction will close in the
contemplated timeframe, if at all.
Subsequent to the quarter ended July 31, 2002, the Company held its annual
general meeting and the new board of directors and officers were appointed as
outlined in Schedule B section 5.
Operations
The Company's expenses are primarily administrative in nature and include,
professional fees, management fees and transfer agent expenses. The change in
operational expenditures is material in the nature and amount of these expenses
incurred in comparative periods. Greater expenses related to the more active
nature of the business of the Company as it is actively pursuing the acquisition
of the shares of SHEP.
The Company did not enter into any material agreements and made no commitments
other than as described in the Overview section above.
Investor Relations
The Company did not undertake any investor relations activities during the
quarter other than to seek private equity placements from sophisticated
investors based outside of North America and to design a website.
Liquidity and Capital Resources
As of July 31, 2002 the Company had cash of $390,502 and working capital of
$104,477. The book value of total assets exceed liabilities by $104,477. During
the quarter, the Company received $387,500 (US$250,000) of share subscriptions,
which depending on the outcome of future events, could be returnable.
The common shares of the Company are listed for trading on the OTC Bulletin
Board in the United States. They trade under the symbol "IHLGF". There is,
however, no assurance that a market for the Company's shares will develop or, if
a market develops, that it will continue.
Subsequent Events
Subsequent to July 31, 2002, the three incumbent directors were re-elected and
three new directors were elected at the shareholders' annual general meeting
held on August 12, 2002 and $311,500 (US$201,000) of additional share
subscriptions were received.
Liquidity and Solvency
As at the date of this report, the Company had approximately $450,000 of cash on
hand which is expected to be sufficient to cover expenses of the Company over at
least the next six months based on the recent level of expenditures.
INSIDE HOLDINGS INC.
QUARTERLY REPORT - FORM 51-901F
JULY 31, 2002
However, in order to close the SHEP acquisition, the Company must raise at least
US$500,000 to support the transaction and seek to raise on a best efforts basis
US$1 million at minimum.
EXHIBIT INDEX
Number Exhibit Description
99.1 Certification pursuant to 18 U.S.C. section 1350, as adopted, to Section
906 of the Sarbanes-Oxley Act of 2002
EXHIBITS
EXHIBIT 99.1
Certification pursuant to 18 U.S.C. section 1350, as adopted, to Section 906 of
the Sarbanes-Oxley Act of 2002
In connection with the filing of the Quarterly Report on Form 6-K for the
quarterly period ended July 31, 2002 (the Report) by Inside Holdings Inc. (the
Company), the undersigned, as the Chief Financial Officer of the Company,
hereby certifies pursuant to Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly present, in all material
respects, the financial condition and results of operations of the Company.
By: /s/ TRACY A. MOORE
Tracy A. Moore, Chief Financial Officer
<FN>