U.S. SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                FORM 8-A

            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES ACT OF 1934


                                 SHEPARD INC.
                     ---------------------------
        (Exact name of Registrant as specified in its charter)

                NEVADA                       PENDING
             -------------              ----------------
              (State of                   (IRS Employer
              incorporation               Identification
              or organization             Number)

470 Granville Street, Suite 318
Vancouver, British Columbia,
Canada                                          V6C 1V5
- ------------------------------                 ----------
(Address of principal                          (Zip Code)
executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class             Name of each exchange of which
to be so registered             each class is to be registered

  Not Applicable                       Not Applicable
  --------------                       --------------

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.  [   ]

If this form relates to the registration of a class of securities pursuant to
section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.  [ X ]

Securities Act registration statement file number to which this form relates:
333-124632 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common stock, par value $0.001
                    ------------------------------




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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The description of securities contained in the Registrant's Registration
Statement on Form SB-2, as amended, filed with the commission (File 333-124632)
is incorporated by reference into this registration statement.

ITEM 2.  EXHIBITS

Exhibit
Number             Description

  3.1*            Articles of Incorporation
  3.2*            Bylaws
  5.1*            Legal opinion of Batcher, Zarcone & Baker, LLP, with
                  consent to use
 10.1*            Mineral claim purchase agreement dated
                  June 9, 2004
 23.1*            Consent of Morgan & Company, Chartered Accountants
 23.2*            Consent of William G. Timmins, with consent to use
 99.1*            Location map

 * Incorporated herein by reference to the exhibits of the same number in
 Registrant's Registration Statement on Form SB-2, as amended.

                               SIGNATURE

 Pursuant to the requirements of Section 12 of the Securities Exchange Act of
 1934, the registrant has duly caused this registration statement to be signed
 on its behalf by the undersigned, thereto duly authorized.

                                 SHEPARD INC.

                                 By:/s/ Michael Eyre
                              ------------------------------
                                 Michael Eyre
                                 President, Chief Executive Officer
                                 and Director




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