Exhibit 31.2

                                 CERTIFICATION

I, Glen Macdonald, Treasurer and Director of Shepard Inc., certify that:

1.   I have reviewed this annual report on Form 10-KSB of Shepard Inc.;

2.   Based on my knowledge, this report does not contain any
     untrue statement of material fact or omit to state a material fact
     necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by annual report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly
     present in all material respects the financial condition, results
     of operations and cash flows of the registrant as of, and for, the
     periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible
     for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
     15(e))  and internal control over financial reporting (as defined
     in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
     and have:

     a)   designed such disclosure controls and procedures, or caused
          such disclosure control and procedures to be designed under
          our supervision, to ensure that material information relating
          to the registrant, including its consolidated subsidiaries,
          is made known to us by others within those entities,
          particularly during the period in which this report is being
          prepared;

     b)   designed such internal control over financial reporting, or
          caused such internal control over financial reporting to be
          designed under our supervision, to provide reasonable
          assurance regarding the reliability of financial reporting
          and the preparation of financial statements for external
          purposes in accordance with generally accepted accounting
          principles;

     c)   evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure
          controls and procedures, as of the end of the period covered
          by this report based on such evaluation;

     d)   disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the
          registrant's fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is reasonably likely
          to materially affect, the registrant's internal control over
          financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

 a) all significant deficiencies and material weaknesses in the design
    or operation of internal control over financial reporting which are


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    reasonably likely to adversely affect the registrant's ability to
    record, process summarize and report financial information; and

 b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting

Date:  March 29, 2006


/s/ Glen Macdonald

-----------------------------------
Glen Macdonald, Treasurer and Director
Principal Financial Officer