SHEPARD INC.
318 - 470 GRANVILLE STREET
VANCOUVER, BRITISH COLUMBIA
CANADA V6C 2B3
TELEPHONE: (604) 719-8129
FACSIMILE: (604) 688-8872
September 6, 2005
U.S. Securities & Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail Stop 0305
Attention: H. Christopher Owings
Dear Sirs:
Re: Shepard Inc. - Registration Statement on Form SB-2
Amendment No. 2 - File No. 333-124632
Further to your letter dated July 21, 2005 concerning the deficiencies in our
registration statement on Form SB-2, we provide the following responses:
Description of Business, pages 18
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1. We read your response to comment 11 from our letter dated June
2, 2005. Please give specific examples of possible conflicts that might
arise between your business interests and those of Mr. Macdonald as
indicated in the second paragraph of page 19.
We have added the following disclosure:
"For example, we may seek an interest in a property that is owned by
Mr. Macdonald. As well, we may seek an interest in a property that is
owned by a company in which Mr. Macdonald has an interest or of which
he is a director. We do not have any plans in this regard."
Financial Statements
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Statement of Operations, page 31
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2. We read your response to comment 17 from our letter dated June
2, 2005. Earnings or loss per share should be rounded to the nearest
cent in order not to imply a greater degree of precision than exists.
Please tell us why you rounded your loss per share to $0.01 instead of
$0.00. Additionally, on page 40 you do not round loss per share for the
three months ended March 31, 2005 to the nearest cent. Please revise
your filing accordingly.
We have revised our financial statements to show our loss per share as
($0.00) instead of ($0.01).
2. summary of Significant Accounting Policies
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d)Foreign Currency Translation, page 35
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3. We read your response to comment 18 from our letter dated June
2, 2005. Please revise your disclosure to clarify, if true, that gains
or losses on foreign currency transactions, not translation, are
included in the statement of operations. Also, disclose the aggregate
foreign exchange transaction gain or loss included in net income for
each period presented. Refer to paragraph 30 of SFAS 52.
We have amended Note 2(d), substituting the word "translation" for
"transactions". There were no gains or losses on foreign currency
transactions for the periods presented in the financial statements.
Exhibit 5
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4. We read your response to comment 20 from our letter dated June
2, 2005. Your response to comment 20 and the disclaimer in the last
sentence of the first paragraph of the legal opinion seem to contradict
disclosure in the subsequent paragraphs of the opinion stating that
counsel has reviewed the registration statement. Please revise or
advise.
We have filed a revised legal opinion with our amended registration
statement. The revised opinion no longer states that our legal counsel
has not reviewed our registration statement.
Yours truly,
/s/ Michael Eyre
Shepard Inc.
Michael Eyre, President