UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM 20-F

[   ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES
       EXCHANGE  ACT  OF  1934  or

[ X ]  ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT  OF  1934

                  For the fiscal year ended April 30, 2002, or

[   ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE SECURITIES
       EXCHANGE  ACT  OF  1934

          For the transition period from _______________to________________

                         COMMISSION FILE NO.   0-32411
                         -----------------------------

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

                             Yukon Territory, Canada
                             -----------------------
                  (Jurisdiction of incorporation organization)

        Suite 880, 609 Granville Street, Vancouver, B.C. Canada, V7Y 1G5
        -----------------------------------------------------------------
                     (Address of principal executive office)

                                 (604) 685-5535
                                 --------------
              (Registrant's telephone number, including area code)

Securities  registered or to be registered pursuant to Section 12(b) of the Act:
None

Securities  registered or to be registered pursuant to Section 12(g) of the Act:
                      _____________________________________
                        COMMON SHARES, WITHOUT PAR VALUE
                                (Title of Class)
                      _____________________________________

Securities  for  which there is a reporting obligation pursuant to Section 15(d)
of  the  Act:  None

Indicate  the  number  of  outstanding shares of each of the issuer's classes of
capital  or  common  stock  as  of the close of the period covered by the annual
report:

  As at April 30, 2002 the Company had 9,735,300 issued shares of common stock.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  [X]  No  [ ]

Indicate by check mark which financial statement item the Registrant has elected
to  follow.  Item  17  [X]  Item  18  [ ]


<PAGE>
                                  INTRODUCTION

FORWARD-LOOKING  INFORMATION

Statements  in  this  form,  to the extent that they are not based on historical
events,  constitute  forward-looking  statements.  These  statements appear in a
number  of  different  places  in  this  Annual  Report  and  include statements
regarding  the  intent,  belief  or  current expectations of the Company and its
directors  or  officers,  primarily  with  respect to the future market size and
future  operating  performance  of  the Company. When used in this document, the
words  "anticipate,"  "believe,"  "estimate,"  "expect,"  "intend,"  "plan," and
"project"  and  similar  expressions,  as  they  relate  to  the  Company or its
management,  are  intended  to  identify  forward-looking  statements.

Forward-looking statements include, without limitation, statements regarding the
outlook  for  future  operations,  forecasts  of  future costs and expenditures,
evaluation  of market conditions, the outcome of legal proceedings, the adequacy
of  reserves,  or  other  business  plans. Investors are cautioned that any such
forward-looking  statements  are  not  guarantees  and  may  involve  risks  and
uncertainties,  and  that  actual  results may differ from those in the forward-
looking  statements  as  a  result of various  factors such as  general economic
and business conditions, including changes in interest rates,  prices and  other
economic  conditions;  actions  by  competitors;  natural phenomena; actions  by
government authorities, including changes in government  regulation;  uncertain-
ties  associated  with  legal  proceedings;  technological  development;  future
decisions  by management in response to  changing  conditions;  the  ability  to
execute  prospective  business  plans;   and  misjudgements  in  the  course  of
preparing forward-looking statements.  The Company does not intend or assume any
obligation  to  update  these  forward-looking  statements.

ACCOUNTING  PRINCIPLES

The Company's financial statements  included herein were prepared in  accordance
with Canadian generally accepted accounted principles. As noted in the Company's
financial statements, there are no adjustments required to conform the Company's
financial  statements to accounting principles  accepted in the United States of
America  ("US")  and the rules and  regulations of the  Securities  and Exchange
Commission.










<PAGE>



                             TABLE OF CONTENTS

INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS . . . . 5

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE . . . . . . . . . . . 5

ITEM 3. KEY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 5

ITEM 4. INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . . . . 9

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS. . . . . . . . .13

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES. . . . . . . . . .16

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . . . .19

ITEM 8. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . .21

ITEM 9. THE OFFER AND LISTING . . . . . . . . . . . . . . . . . . . .22

ITEM 10. ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . .23

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . . . .25

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES . . .25

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES. . . . . . .26

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . .26

ITEM 17. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .26

ITEM 18. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .26

ITEM 19. EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . .26



<PAGE>

                                     PART I

ITEM  1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Directors

Not Applicable

SENIOR MANAGEMENT

Not Applicable

ADVISERS

Not Applicable

ITEM  2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not  Applicable

ITEM  3.  KEY INFORMATION

A.  SELECTED FINANCIAL DATA

FOREIGN CURRENCY TRANSLATION

Unless otherwise indicated,  all monetary  amounts  referred  to in this  Annual
Report  are in  Canadian  dollars.   At  July 31,  2002  one US  dollar  equaled
approximately Canadian $1.5829.

The following table sets forth a history of the exchange rates for the US dollar
vs. Canadian dollar over a period of the last six  months ending July 31,  2002.

                  Month            Average       Low/High     Month End
                  -----            -------       --------     ---------
                  February 2002     1.5960     1.5868/1.6124     1.6020
                  March 2002        1.5867     1.5740/1.6025     1.5942
                  April 2002        1.5813     1.5608/1.6025     1.5685
                  May 2002          1.5495     1.5260/1.5725     1.5280
                  June 2002         1.5310     1.5028/1.5523     1.5162
                  July 2002         1.5464     1.5111/1.5965     1.5829

The following table sets forth a history of the exchange rates for the US dollar
vs.  Canadian  dollar  during  the  Company's  past  five  fiscal  years.

                  Year   Average   Low/High        April 30
                  ----   -------   --------        --------
                  2002   1.5684   1.5508/1.5840    1.5685
                  2001   1.5575   1.5336/1.5789    1.5366
                  2000   1.4694   1.4353/1.5127    1.4772
                  1999   1.5080   1.4310/1.5795    1.4543
                  1998   1.4052   1.3663/1.4651    1.4291

The following represents selected financial data for the Company for each of the
past  five  fiscal  years ending April 30, prepared in accordance with generally
accepted  accounting  principles  in  the  United  States.

All financial  amounts are expressed in Canadian dollars unless otherwise noted.

Exchange rate  information is presented in  section A  above entitled  "SELECTED
FINANCIAL DATA".

                           2002        2001        2000        1999       1998
--------------------------------------------------------------------------------

Revenues             $    -      $    -      $     -      $     -      $    -
Net loss               (68,375)    (92,614)    (187,526)     (94,464)    119,625
Total assets           226,505      27,621          299      108,865     153,649
Total liabilities        7,843      77,969      163,546       84,586      34,906
Shareholders' equity   218,662     (50,348)    (163,247)      24,279     118,743
Capital stock        3,706,079   3,368,694    3,163,181    3,163,181   3,163,181
Common shares
outstanding   (1)    9,735,300   4,637,609      500,487      500,487     501,139
Net loss per share      (0.01)      (0.02)       (0.38)       (0.19)      (0.26)
Cash dividends            -           -            -            -           -

(1)  Adjusted  for  a  reverse  split  and subsequent forward split that, on net
     basis,  resulted  in the issue of one new share for every ten old shares in
     October  2000.

The financial data presented above is only a summary and should be read together
with  the  Company's  financial  statements,  which  are  attached  hereto.

B.  CAPITALIZATION  AND  INDEBTEDNESS

Not  Applicable


C.  REASONS FOR THE OFFER AND USE OF PROCEEDS

Not  Applicable


D.  RISK  FACTORS

THE  COMPANY HAS IDENTIFIED THE FOLLOWING RISK FACTORS AS SIGNIFICANT. THE ORDER
IN  WHICH THEY APPEAR IS INTENDED TO REFLECT MANAGEMENT'S OPINION OF THEIR ORDER
OF PRIORITY TO THE COMPANY. READERS SHOULD, HOWEVER, CAREFULLY REVIEW ALL OF THE
RISK FACTORS IN ASSESSING THE COMPANY'S PROSPECTS. SOME INFORMATION IS PRESENTED
AS  OF THE DATE HEREOF AND IS SUBJECT TO CHANGE, COMPLETION OR AMENDMENT WITHOUT
NOTICE.

LIQUIDITY AND CAPITAL RESOURCES.

As at April 30, 2002, total cash was $226,289; current assets  exceeded  current
liabilities  by   $218,662;  and  total  assets  exceeded total  liabilities  by
$218,662.   The Company is currently able to satisfy projected  working  capital
requirements as it continues to assess potential acquisitions, however funds are
not sufficient to acquire and fund a new operating business.

The  Company  is  presently examining new business opportunities and has entered
into  a  letter  of  intent  dated  May 22, 2002  and  amended  on July 12, 2002
(collectively  "the  Letter  of  Intent")  with  SHEP  Limited  ("SHEP"), Ifield
Technology  Limited ("Ifield"), EuroCapital Markets Ltd. ("Euro") and Marshalsea
Hydraulics Limited Executive Pension Scheme  ("Marshalsea")  for the acquisition
of  all  of  the shares of  SHEP.   Under the terms of the Letter of Intent, the
Company  would  be  required  to raise an immediate US$500,000 as a condition of
closing  the acquisition,  and a best  efforts attempt at raising a further US$1
million as working capital for the new business.   The  acquisition  of the  new
business is  dependant  on  the  Company's  ability to secure additional funding
through public or private sales of securities,  including  equity  securities of
the Company,  and is  subject to a number of conditions including due diligence.
There is no  assurance  that  the  Company  will be able to secure the necessary
capital on terms acceptable to the Company or on any terms.

Further,  even  if the acquisition is completed,  there is no assurance that the
Company will profit from the new business  as  the new business is a development
stage company with unproven technology in commercial applications.   There is no
assurance  that  the  Company  will  be  able  to  fund operations to successful
commercialization of The SHEP Technology.   If the Company does not complete the
acquisition of the SHEP business, there is no assurance that the Company will be
able to identify a  suitable  business or target  for acquisition in a share for
share exchange,  or that the Company will have sufficient funds  to continue  to
search for suitable acquisition target.


NO ASSURANCES THE COMPANY WILL CONCLUDE ITS LETTER OF INTENT WITH SHEP

On May 22, 2002,  the  Company  entered into a letter of intent to acquire in  a
share for share exchange, all of the shares of SHEP. On July 12th, the letter of
intent was amended and the closing date was established as no later than  August
28, 2002.   The  Company may  not complete  the acquisition  and the Company  is
unable to provide assurance that it will meet the many conditions of the  Letter
of Intent, including but not limited to the following list of requirements:
-    the  Company may not be able to  raise  the required  US$500,000  financing
required by SHEP prior the closing of the acquisition;
-    the Company may be unable to receive adequate due diligence assurances from
SHEP that it has met its material obligations and representations and warranties
under the terms of the Letter of Intent;
-    the Company  may not be  able to conclude the Letter of Intent prior to the
deadline for closing the acquisition of SHEP; and
-    the Company may not be able to negotiate and settle terms of a  "Definitive
Agreement" as required by the Letter of Intent.


NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS.
The Company has entered into a Letter of Intent to acquire the business of SHEP.
SHEP  designs,  develops  and  seeks to license its proprietary Stored Hydraulic
Energy Propulsion  technology  ("The SHEP Technology")  for  use  in  the global
automotive transportation sector.   SHEP  is to acquire the patented Ifield pump
technology contemporaneously with the closing of SHEP by the Company. Regenerat-
ed stored  hydraulic energy  is  being  assessed for  commercialization  by  the
automotive industry.   Ford has  developed  its own  system  which is branded as
Hydraulic Launch Assist ("HLA").   SHEP/Ifield  components form a part of Ford's
HLA system.

SHEP seeks to enhance shareholder value and maximize  income from its  patented
technology and pumps/motors by licensing product to  Tier 1 automotive suppliers
for high volume  applications  and by supplying  and / or  licensing   The  SHEP
Technology to  automotive  industry  manufacturing specialists,  such as chassis
builders and other strategic partners and suppliers.  SHEP also plans to develop
further intellectual property, and generate royalty income directly and  through
additional co-development  partnerships.   As SHEP is currently in a development
stage and has not commercialized its technology, there is also no assurance that
the  Company  will  generate  revenues  and be profitable in the future, or that
profitability, if achieved, will be sustained even if the acquisition of SHEP is
completed.

SIGNIFICANT  FUTURE  CAPITAL  NEEDS. The Company requires significant additional
capital to finance the implementation of the SHEP business plans and strategies.
The Company must provide  US$500,000  of funding as a condition of the Letter of
Intent to acquire  the  SHEP business,  and a  further  US$1  million  on a best
efforts  basis.   In addition,  the  Company  anticipates  that  funding  beyond
US$1,500,000  will  be  required  to  support  the  needs  of SHEP and for other
purposes.   There is no assurance that further  funding will be available to the
Company on acceptable terms, or at all, to meet its future capital requirements.

CONFLICTS OF INTEREST. The directors and officers of the Company will not devote
all  their  time  to  the  affairs  of  the Company. They are presently and will
continue  to  be engaged in other business ventures. As a result, situations may
arise  where  one  or  more directors and officers will be in direct or indirect
competition  with  the  Company. Notwithstanding the combined limited experience
and  time  commitment  of  management,  loss  of  the  services  of any of these
individuals would adversely affect development of the Company's business and its
likelihood  of  continuing  operations.

EXCHANGE  RATE  FLUCTUATIONS.  The  Company  business  is operated from its head
office  in  Vancouver,  Canada. Accordingly, most of its costs and assets are in
Canadian  dollars.  Any  significant  increase  or  decrease in the value of the
Canadian dollar compared to the US dollar would have a significant impact on the
financial position of the Company. Similar exchange rate risks will arise should
the Company's business expand into other markets and its business involves other
currencies.   The  Company  does  not  engage  in  any  foreign currency hedging
activities.

GOVERNMENTAL  REGULATION.  The  Company  is  not  currently  subject  to  direct
regulation  by  any government agency, other than applicable securities laws and
regulations  applicable  to  business  generally. However, it is possible that a
number  of  laws  and regulations may be adopted with respect to regulating user
privacy, pricing and consumer protection, which may impose additional burdens on
companies  in  this industry conducting business and thus increase The Company's
cost  of doing business. There can be no assurance that any such new legislation
or  regulation  will  not  be  enacted,  nor  that  the  application  of laws or
regulations  from  jurisdictions  whose  laws  do  not  currently  apply  to The
Company's  business  will  subsequently  become  applicable.


MARKET  RISK.   The Company's common  shares presently  trade  on  the  National
Association of  Securities Dealers ("NASD")  Over The Counter ("OTC") securities
market.   There  is  presently  a  very  limited market for the Company's common
shares.  There is no assurance that a liquid market for the common shares of the
Company will  ever  develop in the United States or elsewhere, or that if such a
market does develop that it will  continue; or  that  the trading price  of  the
shares will not be  subject to significant price fluctuations.   Accordingly, an
investment  in  common  shares of the Company should only be considered by those
investors  who do not require liquidity and can afford to suffer a total loss of
their  investment.  An investor should consult with professional advisers before
making  such  an  investment.

NO DIVIDENDS TO BE PAID.  The Company has not paid dividends on its common stock
and  does not anticipate paying dividends on its common stock in the foreseeable
future.  The  Board of Directors has sole authority to declare dividends payable
to  the  Company's  stockholders.  The fact that it has not and does not plan to
pay  dividends indicates that the Company must use all of its funds generated by
operations for reinvestment in operating activities and also emphasizes that the
Company may not continue as a going concern.

ITEM  4.  INFORMATION ON THE COMPANY

A.  HISTORY AND DEVELOPMENT OF THE COMPANY

The  Company  was formed as Coast Falcon Resources Ltd. under the Company Act of
British  Columbia,  Canada,  on  July 7, 1992, pursuant to a statutory merger of
McConnell-Peel  Resources  Ltd.  and  Sheba  Copper Mines Limited (together, the
"Predecessor  Companies").

On September 11, 2000, the Company changed its name to Inside Holdings Inc., and
on  October  6, 2000 it was continued under the Business Corporations Act of the
Yukon  Territory,  Canada.

The  Company's  Head  Office  is  located  at  Suite 880, 609 Granville Street,
Vancouver, BC, Canada,  V7Y 1G5.   The Company's registered records  office  is
located at Suite 308, 204 Black Street, Whitehorse, Yukon, Canada, Y1A 2M9.

The  Predecessor  Companies  were  engaged in the exploration,  development  and
exploitation of  mineral  resource  properties  in  Canada,  without  commercial
success.   Each  of  the  Predecessor  Companies  ceased all such activities and
abandoned their respective resource property interests prior to the formation of
the Company by way of merger.   The balance sheets of the Predecessor  Companies
were carried over at historical cost.

Except  as described below, the Company did not carry on or acquire any business
or  property. All costs associated with identifying, researching and negotiating
with  prospective  businesses  were  expensed  in  the  year they were incurred.

In  1996, the Company pursued a plan wherein it would be actively engaged in the
international  distribution  of  a  variety of concrete additive products, which
were manufactured in Canada. In addition, the Company entered into a conditional
agreement  to acquire, from arms length parties, all of the issued capital stock
of  Kryton  Products  Inc., a Canadian private Company ("Kryton") that possessed
certain  related  product licenses. In contemplation of the proposed acquisition
the  Company  loaned  Kryton  the  aggregate  sum of $104,873 and incurred other
related  expenses.  The  proposed  acquisition  was  never  consummated.   Prior
management  of  the Company determined that the loan balance was not collectible
and  expensed  it  during  the Company's most recent fiscal year ended April 30,
2000.

The Company  entered  into an agreement,  dated  May 1,  2000, to  purchase  the
principal assets comprising the "Inside.com"  business and thereupon commenced a
new Internet-based developmental stage  undertaking referred to as "Inside.com".
The Company's  proposed  business had no  prior history of operations and it was
subsequently concluded by the  Board of Directors  that Inside.com  could not be
financed and therefore the business would not be pursued.

During  the  Company's  fiscal  year  ended  April  30,  2000  it   completed  a
reorganization,  which   was   approved  by  shareholders  of  the  Company at a
general meeting of shareholders  held in Vancouver, Canada on September 6, 2000,
to better position the  Company  to  carry  on  its  Inside.com  business.   The
reorganization included the following  steps:

   (1)  a  new Board of Directors of the Company was appointed  by  shareholders
        and new management was established by the Board of Directors;

   (2)  the  Company changed its name to Inside Holdings Inc. to  more  properly
        describe the new business direction of the Company;

   (3)  the  Company  changed  its governing jurisdiction from the  Province  of
        British  Columbia to the Yukon Territory where there  is no  requirement
        that a majority of directors reside in Canada;

   (4)  the Company reverse-split and then forward-split its  common  shares and
        issued,  on  a  net  basis, one new share for every ten  old  shares and
        eliminated  fractional  shareholders  to  reduce  otherwise  significant
        shareholder reporting costs;

   (5)  the Company issued 3,500,000 post split common shares  at  approximately
        $0.04  per  share  to  settle  debts  owing  to related  parties  in the
        aggregate amount of $140,513;

   (6)  the  Company  completed  a  private  placement and issued  650,000  post
        split  common  shares  at $0.10 per share to five investors  in  Canada,
        including  directors  and  officers  of  the   Company,  for   aggregate
        proceeds of $65,000.   The proceeds from the private placement were used
        primarily  to  pay  certain  debts, complete the reorganization  and  to
        provide  the  Company  with  initial  working  capital;

   (7)  the  Company registered its common shares pursuant to  Section 12(g)  of
        the Securities act of 1933 in order to  qualify them for  trading in the
        United States secondary market.

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
Inside.com plans.   Present  market  conditions  remain such that internet based
companies  are,  in  general,  experiencing  difficulty  attracting  any  of the
necessary resources to carry out their business plans. In January 2002 the Board
of  Directors  of  the  Company  made a determination to abandon the  Inside.com
business  as a  consequence  of  these  circumstances.  $160,989 was invested in
developing the operations of the Inside.com business.

The Board of Directors  chose  not to renew the registration of its domain names
and determined to  seek  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.

In May 2002, the Company entered into a Letter of Intent with the  SHEP group of
companies.  See the "SUMMARY OF SHEP TERMS AND CONDITIONS" below.

SUMMARY OF SHEP TERMS AND CONDITIONS

The Company,  on May 22, 2002,  entered into a  letter of  intent to acquire the
shares  of  SHEP LIMITED contingent on the completion  of SHEP's  acquisition of
several  intellectual  property  and  inventory  assets  from a related company,
Ifield.  On July 12, 2002 the letter of intent was amended.   The summary of the
terms and conditions of the letter of intent and its amendment is as follows:

   (1)  Inside  wishes  to  purchase  all of  the  issued  and  outstanding SHEP
        shares (the "SHEP Shares") from Ifield, Euro and Marshalsea (collective-
        ly, the "SHEP Shareholders"), subject to the  most favorable  resolution
        of  relevant  taxation,  corporate  and   securities   law  issues  (the
       "Acquisition");

   (2)  As consideration for the purchase of the  SHEP Shares,  at  the  closing
        Inside will issue to the SHEP Shareholders  10.6  million  common  share
        in the capital of Inside for 10.6  million issued SHEP Shares  (100%  of
        the issued and outstanding SHEP Shares);

   (3)   The deemed issue price of each Inside common share shall be $ 0.50  per
         share;

   (4)   On or before the closing date,  Inside will  have raised a  minimum  of
         US$500,000, all or part of which may be loaned to SHEP on  or prior  to
         closing, such loan(s) may be secured  by  the assets  and  intellectual
         property of SHEP pursuant to documentation satisfactory to Inside;

   (5)   Inside will use its best efforts to raise  an  additional  US$1,000,000
         as soon as practicable after the closing;

   (6)   The working capital deficiency (including the loan(s)) of  SHEP and the
         working capital deficiency of  SHEP's  subsidiaries, are  not to exceed
         US$275,000; and

   (7)   The  parties  will   be   permitted  to  complete  the  due   diligence
         investigations  of  each  other  in  connection  with  the  transaction
         contemplated hereunder.

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 but not  later
than August 28, 2002, subject to certain terms and conditions.

There is no assurance  this acquisition  will be completed.   If the acquisition
does not complete, the Company will resume its search for an acquisition target.

The business of SHEP is described below as item 4.B under the heading  "Business
Overview".

B.  BUSINESS OVERVIEW

GENERAL

The Company has discontinued its Inside.com  developmental stage business and is
attempting to acquire a  suitable  replacement business.   The Company presently
has no operating business activities other  than reviewing potential  businesses
to acquire.   The Company has entered into a Letter of  Intent to acquire,  on a
share for share exchange basis, 100% of the outstanding common shares of SHEP.

SHEP is a corporation based in the  British Isles with  subsidiary companies  in
the  United  States.    SHEP  designs,  develops  and seeks to license  The SHEP
Technology for use in the global  automotive  transportation sector.   The  SHEP
system improves fuel economy and vehicle performance by capturing kinetic energy
generated from braking,  storing the energy and  then  utilizing  the  energy on
demand during subsequent acceleration.   The SHEP Technology is considered to be
an efficient method for recovering energy that  is  hydraulically  stored during
the braking process of a  SHEP technology equipped vehicle.   The optimal use of
The SHEP Technology is in  high-density city traffic where braking and accelera-
tion cycles are frequent - accordingly, buses, trucks, taxis and subway  systems
are preferred applications.

Prior  to  Inside  acquiring  SHEP,  SHEP  is  to  acquire  patented Ifield pump
technology.    Regenerated  stored  hydraulic  energy  is  being   assessed  for
commercialization by the automotive industry.    Ford Motor Company  ("Ford") is
developing its own system which is branded as  Hydraulic Launch Assist  ("HLA").
SHEP/Ifield components form a part of Ford's HLA system.

SHEP seeks to enhance shareholder value and maximize income  from  its  patented
technology and pumps/motors by licensing product to  Tier 1 automotive suppliers
for  high  volume  applications  and  by  supplying  and / or licensing The SHEP
Technology to automotive industry manufacturing  specialists,  such  as  chassis
builders and other strategic partners and suppliers.  The Company will also seek
to develop further intellectual property,  and generate  royalty income directly
and through additional co-development partnerships

Status of Development of The SHEP Technology  -  SHEP  has  developed  prototype
components and incorporated them into a test vehicle.    Independent testing has
proven The SHEP Technology reduces fuel  consumption by up to 38% for inner city
driving (and exhaust pollution by a larger percentage).

Steps to be taken to commercialize The SHEP Technology - Further development is
required I order to mass produce  The SHEP Technology for  Tier  One  automotive
suppliers for automotive and other applications.   Commercialisation of The SHEP
Technology will  require working  with strategic  chassis manufacturing partners
such as Ford to gain product awareness and acceptance by the vehicle industry at
large.

Projected cost to complete or commence commercialization -  the financial budget
for the 12 months following the acquisition of SHEP, to continue the development
of The SHEP Technology totals US$1,000,000, set out as follows:

                                           Estimated Costs
                                            -------------
           Overhead costs including wages   US$   400,000
           Capital items                    US$   200,000
           Working capital requirement      US$   400,000
                                            -------------
             TOTAL for 12 months            US$ 1,000,000
                                            =============


However, further development will require significantly more funds, the  amount
of which is not presently  determinable to optimize  The  SHEP  Technology  for
commercial use.

There is no assurance that the Company will  secure  the  necessary capital  to
effectively implement any new business strategies  or be  able to  attract  and
conclude any business acquisitions with its current cash resources.   Financial
budgets are estimates which are subject to variations and the variations may be
material.


BUSINESS STRATEGIES

The Company presently is reviewing business strategies as it attempts to acquire
an operating business.  The Company's present strategy is to acquire a  develop-
ment stage  operating  business on a share for share exchange basis,  subject to
due diligence and financing.   If the Company fails in its attempts to acquire a
business,  then additional funding will be sought in order to continue searching
for a suitable acquisition target.


PLAN OF OPERATION

The  Company  is  attempting to acquire  SHEP,  an operating  development  stage
business.    If  the Company achieves its objective of acquiring a business, its
plan  of  operations  will  become the plan of operations  of  the  business  it
acquires.

The SHEP acquisition, if completed, would be considered a Reverse Takeover.  The
plan of operation if the acquisition of SHEP is completed, would become the SHEP
plan of operation  -  namely to commercialize The SHEP Technology. The estimated
cost to be spent over the next  twelve months in pursuing,  commercializing  and
developing  The SHEP Technology is estimated by  SHEP management to be a minimum
of US$1.0 million.

The plan of  operation of SHEP,  if  the acquisition  completes,  is  subject to
financing.    There is no assurance that financing will complete,  and that  the
plan of operation will be achieved.

In the event the acquisition of SHEP does not complete, management will seek to
identify business opportunities.   The Company plans to research,  identify  and
secure conditional agreements with an acquisition target, either SHEP or another
suitable target.   These acquisition targets may be development stage companies,
in which case the Company expects to negotiate an  acquisition of  100%  of  the
outstanding shares of the  acquisition target in return for a suitable number of
shares of the  Company.   The acquisition may or may not be a  reverse-takeover,
depending on the final terms of any completed acquisition.

Management of the  Company anticipates seeking out  prospective equity investors
via private placement to provide capital for the  future operating  requirements
of any successfully acquired target Company.   No estimate can be made as to the
number of persons who will be contacted or solicited.

The Company has no full-time  employees to implement its plans.   The  Directors
Have  agreed  to  allocate  a  portion  of their  time to  the activities of the
Company,  however,  it is expected that  conflicts of  interest  will arise with
respect to the limited time commitment  by  management.   As a consequence,  the
Company intends to pursue new sources of capital and,  if successful in securing
such capital,  anticipates hiring one or more full time persons  or engaging the
services of outside professionals to work with management to further develop the
plan of operation of any new business acquired.   The amount of new capital, its
intended use,  and the terms under which it may be made available are subject to
future negotiations and therefore are not presently determinable. If the present
Letter of Intent with SHEP becomes a definitive agreement then the Company would
be required to raise a  US$500,000 financing immediately,  followed by a further
US$1 million on a best efforts basis.

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.

COMPETITION

Not applicable.

C. ORGANIZATIONAL STRUCTURE

The Company is not majority owned or controlled by any single  investor.    The
Company has no subsidiaries although  it has entered into a  Letter  of  Intent
which,  if concluded,  would result in the Company acquiring  SHEP  as a wholly
owned subsidiary of the Company, resident in the Isle of Man, with subsidiaries
in the states of Maine and Delaware in the US.


D. PROPERTY, PLANT AND EQUIPMENT

The Company owns no property, plant or equipment, or facilities.    The  Company
currently utilizes  shared  office  space in a  commercial  building located  in
Vancouver, British Columbia, Canada.


ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following  discussion  and analysis of the financial condition and operating
results of the Company for the three fiscal years ended April 30, 2002, 2001 and
2000 and should be read in conjunction with the financial statements and related
notes attached hereto. (See Item 17 - Financial Statements.)

The Company's financial statements included herein  were prepared in  accordance
with Canadian generally accepted accounted principles.  They also comply, in all
material respects, without requiring material adjustments,  with  the accounting
principles accepted in the  United States and the rules  and regulations  of the
Securities and Exchange Commission.  (See Note 10 to the Financial Statements as
presented in Item 17.)

The Company has received no revenues  and  has had no active business operations
in any of its last three fiscal years.   In the past,  the Company has  acquired
necessary capital through the limited issuance of its common shares,  increasing
indebtedness and through advances from related parties.    There is no assurance
that these sources will continue to be available in the future.

Effective  November  30,  2001  the  Company  terminated   without  penalty  the
management agreement made by and between the Company and Pemcorp Management Inc.
("Pemcorp"), a management services Company controlled by two former directors of
the Company.

Commencing in December, 2001,  the Company discontinued its previous Inside.com
development stage  business plan,  began the elimination of associated  liabili-
ties, and began considering new lines of business.  The Company on May 22, 2002,
entered into a letter of intent with SHEP,  and  further entered into an amended
letter of intent on July 12, 2002,  which entertains the acquisition of SHEP and
related Ifield assets on or before August 28, 2002,  subject to terms and condi-
tions  listed  in  the  Letter  of  Intent.    See Item 4. - "Information on the
Company".


A. OPERATING RESULTS

Year ended April 30, 2002 Compared to Year ended April 30, 2001

The Company's  expenses  are  primarily  administrative in nature and  include,
professional fees,  management fees and transfer  agent expenses.   There is no
material change in the nature and amount of these expenses incurred in compara-
tive periods, except that effective November 30, 2001 the Company was no longer
contractually obligated to pay management fees to Pemcorp.

During the year,  the  Board  of  Directors  chose  to  discontinue its current
business plans.  As a consequence, the Company included in amortization expense
for the period  the  net  book  value  of  its  intellectual properties,  which
represent the unamortized cost of its 400 registered internet domains.

The Company's net loss for 2002 was  $68,375  compared to  a net loss in 2001 of
$92,614. The primary reason for the decrease in the Company's net loss from 2002
to 2001 was the termination of the  Pemcorp  management agreement  (the "Pemcorp
Management Agreement") effective November 30, 2001.

Administrative expenses, also included in the determination of the Company's net
loss in each year, decreased from $92,614 in 2001 to $68,375 in 2002,  primarily
because of a reduction of management fees associated with the Pemcorp Management
Agreement from $30,000 in 2001 to $17,500 in 2002.  The Company also reduced its
consulting and office and general expenses  significantly due to the decision to
discontinue its Inside.com business plan during the year.

Year ended April 30, 2001 Compared to Year ended April 30, 2000

The Company's net loss for 2001  was $92,614  compared to a net loss of $187,526
for 2000. The primary reason for the decrease in the  Company's  net  loss  from
2000 to 2001 was a  one-time write-off of a loan  receivable of $104,873 in  the
2000 fiscal year.  The loan was made in contemplation of a merger with a private
Canadian company. The proposed merger was never consummated and prior management
of the Company determined that the loan balance was not collectible.

Administrative expenses, also included in the determination of the Company's net
loss in each year, increased from $82,653 in 2000 to $92,614 in 2001,  primarily
because of an amortization charge in 2001 of $20,000.  Management and consulting
fees, included in administrative expenses,  were $37,500 in 2001  as compared to
$60,000 in 2000.

Year ended April 30, 2000 Compared to Year ended April 30, 1999

The Company's net loss for 2000  was $187,526  compared to a net loss of $94,464
for 1999.   The primary reason for the increase in the Company's net  loss  from
1999 to 2000 was a one-time write-off  of a loan receivable  of  $104,873 in the
2000 fiscal year. The loan was made in contemplation of a merger with a  private
Canadian company. The proposed merger was never consummated and prior management
of the Company determined that the loan balance was not collectible.

Administrative expenses, also included in the determination of the Company's net
loss in each year, decreased from $94,464 in 1999 to $82,653 in 2000,  primarily
because of reduced professional and transfer agent fees. Management and consult-
ing fees of $60,000 in the aggregate made up  the majority of  these administra-
tive expenses in each year.

B. LIQUIDITY AND CAPITAL RESOURCES

As  at  April 30, 2002, total cash was $226,289, current assets exceeded current
liabilities  by  $218,662,  and  total  assets  exceeded  total  liabilities  by
$218,662.  There are no amounts due to related parties at April 30, 2002.

The  Company in January and February of  2002  reduced its  liabilities  by  the
amount of  $102,385 by issuing 2,047,700 common  shares,  and  raised a  further
$232,500 ($US150,000) in liquid assets by issuing a further 3 million shares.

At the prior year end, as at April 30,  2001,  total  cash  was $6,940,  current
liabilities exceeded current assets by $70,348, and total  liabilities  exceeded
total  assets  by  $50,348.    Included  in  current  and total  liabilities was
$64,075 due to related parties.

The Company has no planned capital  expenditures  at  this  time,  however,  the
Company has entered into a Letter of  Intent to acquire the shareholders of SHEP
which, if completed, would result in the  Company  acquiring a new business in a
transaction that would be considered a Reverse Takeover.

During  fiscal years 2000 and 2001, the Company derived  most  of  its operating
capital  from  increasing  indebtedness.   As at April 30, 2000,  current assets
were  $299,  compared  to  $3,292 at April 30, 1999.  Current  liabilities  were
$163,546 at April 30, 2000 compared to $84,586 at April 30, 1999.   The increase
in the Company's  working  capital  deficit over the period  was  primarily  the
result of continuing  operating  losses.  In  October  2000,  the Company issued
3,500,000 common  shares  in full settlement and satisfaction of a  majority  of
its current liabilities at that time.

The  Company's  current  working  capital  is  sufficient to meet  its  business
objectives of locating  a new business line to acquire, but is  insufficient  to
meet the working capital requirements related to the new business line  proposed
to be acquired in the SHEP Letter of Intent.  The Company's ability  to  satisfy
projected working capital requirements  is dependant upon its ability to  secure
additional funding through public or  private  sales  of  securities,  including
equity securities of the Company.   There is no assurance that  the Company will
be able to secure the necessary  capital on terms acceptable to  the Company  or
on any terms.    The Board of  Directors  have  sufficient  funds  to pay  costs
associated with this  Annual Report and subsequent  regulatory filings  over the
next twelve months  while it attempts  to acquire new business lines,  but  will
require  additional  capital  to  fund  the operations of any new business line,
including the proposed SHEP business or any other business.

C.  RESEARCH  AND  DEVELOPMENT,  PATENTS  AND  LICENSES

Not  applicable

D.  TREND  INFORMATION

Not applicable.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

None of the directors or officers of the Company are related and there were  are
no arrangements or understandings between any director or officer of the Company
and any other person pursuant to which he was selected as a director or officer.

The following are the names,  ages and  place of residence of the  directors and
executive officers  of the  Company and  their  respective  positions  with  the
Company and their principal occupations during the past five years.

Kevin Winter is a  director,  President  and  Chief  Executive  Officer  of  the
Company, and has held these positions since January 3, 2002.    Mr. Winter is an
investment advisor (retired) and is a resident of Nassau, Bahamas.

Richard King is  a  director  of the Company  and has held  this  position since
February 28, 2002.   Mr. King  is  a  wine  merchant with  Cosmopolitan  Spirits
(Bermuda) and is a resident of Somerset, Bermuda.

Eric Collins is a  director of the  Company and has  held  this  position  since
February 28, 2002.   Mr. Collins  is  an  energy  consultant  with  Besco Energy
Services Co. (Bermuda) and is a resident of Pembroke, Bermuda.

Malcolm Burke, age 60 is a businessman who  resides in  West  Vancouver, Canada.
Mr. Burke founded  Primary Capital Corp.  in 1980 to specialize in  investments,
acquisition and  finance  of  promising  companies  including  companies  in the
natural resource, oil and gas, aquaculture and technology fields.   Mr. Burke is
a director of the Company, having been appointed at the  August 12, 2002  annual
general  meeting.    Mr. Burke is presently a director of  Upgrade  Technologies
Inc., (OTC Bulletin Board),  president and  director  of  JPY Holdings Ltd. (TSX
Venture  Exchange)  and  director  of  Genesis  II Enterprises Ltd. (TSX Venture
Exchange).

Tracy A. Moore,  age 49,  is a  qualified  (Canadian)  Chartered Accountant  who
resides in West Vancouver, Canada.    Mr. Moore is a director  and the corporate
secretary  of  the  Company, having been appointed at the August 12, 2002 annual
general meeting.    In 1990,  he founded and continues to serve as  president of
MCSI Consulting Group,  a Vancouver,  BC-based  firm  specializing  in corporate
finance matters,  strategic planning and business planning services.   Mr. Moore
has held a number  of directorship roles with publicly traded companies over the
past five years including with Avance Venture Corp.  (October 2000 to May 2002),
King Communications International Limited. (June to December 2000 and April 1996
to March 1999) and Illusion Systems Inc. (September 2000 to present).

Betty Anne Loy, age 45 is a corporate administrator  who  resides in  Vancouver,
Canada.    Ms. Loy is a director of the Company,  having been  appointed  at the
August 12,  2002 annual general meeting.    She has been associated with Primary
Ventures Corp. since 1986.    Ms. Loy has more  than  twelve years experience in
corporate administration of Canadian and US public companies including responsi-
bility for statutory compliance  and  regulatory filings and manages all aspects
of corporate and shareholder communications.    Ms. Loy assists the  Company  in
filing various press releases, and statutory filings.


B. COMPENSATION

During the year ended April 30, 2002  no cash or non-cash compensation was paid
directly or distributed to any officer or director in their capacity as officer
or director of the Company.

The  Company  paid  or  accrued  $17,500  (2001 - $30,000;  2000 - $30,000)  in
management fees to Pemcorp, a company controlled by  former  directors  of  the
Company.  The Pemcorp management agreement (the "Pemcorp Management Agreement")
was terminated  on  November 30, 2001  and  no further payment has been made or
accrued, or is planned to be made or accrued to Pemcorp.

No cash or non-cash  compensation was  paid or  distributed  to any  officer  or
director of the Company during the last three fiscal years  under  any  pension,
stock option or other plans and no plan exists  for  such payments  or distribu-
tions during the next fiscal year.

No monies were set aside or accrued by the Company during the last three  fiscal
years and no plan presently exists to provide  pension,  retirement  or  similar
benefits for directors or officers of the Company.

Presently,  there  are no standard or  other  formal  arrangements  under  which
directors or officers  of  the Company  will be compensated  directly  for their
services in their  capacity as directors or officers,  except that they are each
entitled to be  reimbursed for their out-of-pocket expenses.   The  Company  was
party to a management  agreement with Pemcorp  (See Exhibit 4.4 of the Company's
Registration Statement on Form 20-F, as amended, filed with the SEC on March 23,
2001), which was controlled by two former directors of the Company.  The Pemcorp
Management  Agreement  was  terminated  with  the  consent  of Pemcorp effective
November 30, 2002.

The Company has no compensatory plan or  arrangement  to compensate directors or
officers of the Company in the event of their termination or  following a change
in control of the Company.

C. BOARD PRACTICES

The Company's directors are normally elected by the shareholders at each  annual
general meeting and typically hold office until the next annual general  meeting
at which time they may be re-elected or replaced. The current Board of Directors
was appointed effective at the annual general meetings held on August 12, 2002.

The Chief Executive Officer and  the  Secretary  positions of the  Company  were
appointed to Kevin Winter and Tracy A. Moore,  respectively, on  April 12, 2002.
They hold these respective offices at the discretion of the Board of Directors.

The Company does not presently have a compensation  committee  and has  not  yet
appointed an audit committee.

There  are  no  director  service  contracts  that  provide  for  benefits  upon
termination of service.


D. EMPLOYEES

The Company has no full or part time employees, except for senior management and
the Board of Directors.


E. SHARE OWNERSHIP

As of July 11, 2002, the present directors and senior management of the Company,
as a group own, directly or indirectly a total of 7,047,700 shares  representing
approximately 72.4% of the issued and outstanding common shares, as follows:

                                                    PERCENT
        TITLE                                       OWNED
        OF CLASS  IDENTITY OF PERSON     AMOUNT     OF CLASS (4)

        Common    Kevin Winter        3,722,700     (1) 38.2%
        Common    Eric Collins        1,825,000     (2) 18.7%
        Common    Richard King        1,500,000     (3) 15.4%
        Common    Malcolm Burke          -
        Common    Tracy Moore            -
        Common    Betty Anne Loy         -

  Percentages Based on
  Total Common Shares Outstanding     9,735,300        100.0%


(1)  Shares are held indirectly through Gateway Research Management Group Ltd.,
a private company, the shares of which are controlled by Kevin Winter.

(2)  Shares are held indirectly through  Consensus Investments Ltd.,  a private
company, the shares of which are controlled by Eric Collins.

(3)  Shares are  held  indirectly  through  Nottinghill  Resources  Limited., a
private company, the shares of which are controlled by Richard King.

(4)  Based on 9,735,300 shares issued and outstanding as of July 31, 2002.

All common shares of the Company have equal voting rights.

There are no outstanding options or warrants  to  purchase  securities  from the
Company and no present arrangements to grant options to any director, officer or
employee of the Company.   There are also no  compensation plans or arrangements
for any of the directors or officers of the company at the present time.


ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

To the best of the Company's knowledge, it is not indirectly owned or controlled
by any other corporation, except as disclosed below, or foreign government.

As of July 9, 2002,  there are no persons or groups  known to the  Company to be
the owners of more than 5% of the Company's issued and outstanding shares except
as disclosed below.

                                                      PERCENT
         TITLE                                         OWNED
        OF CLASS  IDENTITY OF PERSON     AMOUNT     OF CLASS (4)

        Common    Kevin Winter         3,722,700     (1) 38.2%
        Common    Eric Collins         1,825,000     (2) 18.7%
        Common    Richard King         1,500,000     (3) 15.4%

  Total Common Shares Outstanding      9,735,300        100.0%


(1)  Shares are held indirectly through Gateway Research Management Group Ltd.,
a private company, the shares of which are controlled by Kevin Winter.

(2)  Shares are held indirectly through  Consensus Investments Ltd.,  a private
company, the shares of which are controlled by Eric Collins.

(3)  Shares  are held  indirectly  through  Nottinghill  Resources  Limited., a
private company, the shares of which are controlled by Richard King.

(4)  Based on 9,735,300 shares issued and outstanding as of July 9, 2002.

As of July 9, 2002, there were a total of 134 holders of record of the Company's
common shares and a total of 9,735,300 common shares were outstanding.  Approxi-
mately 156,000  common  shares,  or 1.6% of the Company's  total  common  shares
issued, were held by 27 persons residing in the United States. T hese numbers do
not include any possible shareholders who are not  registered and  those holding
shares in street name.

None of the above persons have different voting rights from  other  shareholders
of the Company.   All of the common shares of  the  Company  have  equal  voting
rights.

The proposed acquisition of SHEP, if completed, would involve the issue of 10.6
million shares of common stock  from treasury  to be exchanged for  100% of the
outstanding shares of SHEP, and would have the impact of passing control of the
Company to the owners of the shares of SHEP. The effect of the transaction would
be a reverse takeover of the Company by the SHEP shareholders.


B. RELATED PARTY TRANSACTIONS

PEMCORP DEBT SETTLEMENT AGREEMENT

In January 2002, the Company settled $102,385  (US$66,500) of Company debts with
an assignment and  settlement  agreement with  Gateway Management Group Ltd.  (a
private company controlled by Kevin Winter, the President, CEO  and  director of
the Company) (the "Pemcorp Assignment and Debt Settlement Agreement"), in return
for 2,047,700 common shares of the  Company  being  issued to  Gateway  Research
Management Group Ltd.

During the year the Company issued 2,047,700 common shares to settle $102,385 in
debts owing or assigned to Pemcorp.   The debt settlement resulted in  2,047,700
common shares being issued from treasury to  Gateway  Research  Management Group
Ltd. and $102,385 in cash paid to  Pemcorp for  settlement of  amounts  owing or
assigned to Pemcorp.  Pemcorp is a company controlled by former directors of the
Company.   Aside from the debt  settlement  and the  issuance of the  associated
2,047,700 shares to Gateway Research Management Group Ltd.  ("Gateway")  and the
acquisitions by Gateway,  Consensus Investments Ltd.  and Nottinghill  Resources
Limited of the above shares of the Company in the current year,  there have been
no other significant changes in the ownership of the Company over the past three
years associated with the aforementioned shareholders.

Pemcorp owned 2,639,200 common shares of the Company at April 30,  2001.   As at
April 30, 2002 Pemcorp had sold all of its common shares.   The decrease was the
result of private sales of  2,500,000 common shares to non-US persons during the
year,  1,675,000 shares of which was sold in a private transaction by Pemcorp to
Gateway Research Management Group, a private company controlled by Kevin Winter,
a director of the Company.

The Company paid or accrued consulting  fees of  $17,500 in the year ended April
30, 2002,  and $30,000  in the 2001 and 2000  fiscal  years  ended  April 30  to
Pemcorp  in  connection  with  researching,  identifying  and  negotiating  with
prospective  business  acquisitions  on  behalf  of  the Company.   Pemcorp is a
private  Canadian  company  which,  at the time,  was  controlled  by William D.
McCartney and Mr. Leonard Petersen, both of whom became directors of the Company
on September 6, 2000 and remained directors until February 28, 2002. The Company
formalized  its  relationship  with  Pemcorp  by way of  written  agreement made
effective August 1, 2000, which provided for the payment of $2,500 per month for
general management services to be provided by  Messrs.  McCartney and  Petersen.
The agreement was cancelled by the Company on November 30, 2001.

OTHER RELATED PARTY TRANSACTIONS

The Company has paid or accrued legal  fees  of $5,400  to Nexus Venture Capital
("Nexus") Lawyers for legal services rendered for the year ended April 30, 2002.
The Company has paid or accrued legal fees of $6,878 to Nexus for legal services
rendered for the year ended April 30, 2001.   Nexus  is a law firm controlled by
Paul Visosky,  who was Secretary of the  Company for a period from  September 6,
2000 to January 2, 2002.

The Company entered into  an  agreement,  dated  May 1, 2000,  to  purchase  its
Inside.com assets from a private company (the "Vendor") controlled by William D.
McCartney, the late Leonard Petersen,  Murray J. Oliver, and/or their respective
spouses.  Messrs. McCartney, Petersen and Oliver became directors of the Company
on September 6, 2000. The purchase agreement was approved by shareholders of the
Company.    The purchase consideration,  which approximated the  Vendor's  cost,
consisted of a  note in the amount of  $40,000 payable  without  interest on the
earlier of:

  (1)  the  date  on  which  the  Company  is in receipt  of  proceeds totalling
       $40,000 from the sale, lease or license of any of the assets purchased;

  (2)  the  date  on  which  the  Company  is in receipt of proceeds totalling
       $200,000 from the sale and issue of common shares; and

  (3)  June  30,  2001.

The Inside.com business plan was discontinued in January 2002 and the associated
assets and liabilities were eliminated.   The  $40,000 note payable  was settled
through  the  issuance  of  800,000  shares  of  common stock pursuant to a debt
settlement with Pemcorp where a total of 2,047,700 shares were issued to Pemcorp
to settle the debt owing or assigned to Pemcorp totalling $102,385.

At July 31, 2000,  the  Company  owed  Pemcorp  and  the  Company's former chief
Executive   officer  $80,250  and  $81,663 respectively.    These  amounts  were
unsecured,  non-interest  bearing  and  without  fixed terms of repayment.   The
Company entered  into  agreements,  made  effective  July  31, 2000,  with  each
creditor to settle and satisfy their respective claims in full in exchange for a
total of  3,500,000  common  shares  of the  Company and the payment of $21,400.
These shares were issued on October 26, 2000.

On October 26, 2000, the Company also issued  450,000 common shares to four past
directors and senior officers of the Company in connection with a private place-
ment of 650,000 common shares to five Canadian resident investors.

C. INTERESTS OF EXPERTS AND COUNSEL

Not Applicable


ITEM 8. FINANCIAL INFORMATION

A. FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

FINANCIAL STATEMENTS

The Company's audited  financial statements  for the three  fiscal  years  ended
April 30, 2002, 2001 and 2000 together with the auditors' report are included in
this Annual Report under Item 17  and  incorporated herein by reference.   These
financial  statements  were  prepared  in  accordance  with  Canadian  generally
accepted accounted principles. They also comply, in all material respects,  with
the accounting principles  accepted in the  United  States  and  the  rules  and
regulations of the Securities and Exchange Commission, as noted in the Company's
financial statements.    Please refer to  Note 10 to the Financial Statements as
presented in Item 17.

LEGAL PROCEEDINGS

The Company is not presently involved in, nor is it aware of any  pending  legal
proceedings, which could have a material  adverse  effect upon its  business  or
financial position.   To the best of the Company's knowledge, there are no legal
proceedings contemplated by any governmental or regulatory authority.


DIVIDEND POLICY

The Company has not paid dividends  in any of its last five fiscal years and the
Company has no plans to pay dividends in the foreseeable future.

B. SIGNIFICANT CHANGES

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 satis-
factory agreements with prospective network affiliates or the necessary  capital
to materially progress its plans.   Present market  conditions remain such  that
internet based companies are, in general,  experiencing difficulty in attracting
necessary resources to carry out their business plans. As a consequence of these
circumstances, the Board of Directors, at the time, chose not renew the  regist-
ration of its domain names and determined to seek 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.

Amortization expense for the year includes the  previously  unamortized  cost of
its 400 registered internet domain names to reflect the change in the  Company's
plan.

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,  who became  a director  of the  Company  in
January, 2002,  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.

The  Company  terminated  without  penalty,  effective  November  30, 2001,  the
Management  agreement made by and between the  Company and Pemcorp.  Pemcorp  is
a management services company controlled by two former directors of the Company.

At the August 12, 2002 annual  general meeting,  the three  incumbent  directors
were re-elected to the board and three additional directors were also appointed.


ITEM 9. THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

   4. DISCLOSURE REGARDING PRICE HISTORY OF INSIDE HOLDINGS INC. COMMON STOCK

FIVE MOST RECENT YEARS - ANNUAL HIGHS AND LOWS

                     LOW        HIGH
                    -----      -----
               1998  n/a         n/a
               1999  n/a         n/a
               2000  n/a         n/a
               2001  n/a         n/a
               2002  0.05        0.15

TWO MOST RECENT FULL FINANCIAL YEARS - QUARTERLY HIGHS AND LOWS

                                                LOW        HIGH
                                               -----      -----
         Quarter ended   July 31, 2000           n/a        n/a
         Quarter ended   October 30, 2000        n/a        n/a
         Quarter ended   January 31, 2001        n/a        n/a
         Quarter ended   April 30, 2001          n/a        n/a
         Quarter ended   July 31, 2001           n/a        n/a
         Quarter ended   October 31, 2001       0.05       0.10
         Quarter ended   January 31, 2002       0.10       0.10
         Quarter ended   April 30, 2002         0.10       0.15


MOST RECENT SIX MONTHS - MONTHLY HIGHS AND LOWS

                                                LOW        HIGH
                                               -----      -----
         Month ended   February 28, 2002        0.10       0.10
         Month ended   March 31, 2002           0.10       0.15
         Month ended   April 30, 2002           0.15       0.15
         Month ended   May 31, 2002             0.78       1.02
         Month ended   June 30, 2002            0.78       0.80
         Month ended   July 31, 2002            0.30       0.30


B. PLAN OF DISTRIBUTION

Not Applicable

C. MARKETS

The Company's common shares trade over the  counter on the  National Association
of Securities Dealers ("NASD") OTC Bulletin Board ("OTC"), however,  there is no
assurance that a market for the common shares of the  Company will ever  develop
in the United States or  elsewhere and,  if such a market does develop,  that it
will continue.   The Company  believes that having its common shares eligible to
trade on the OTC  enhance  its ability to  secure the requisite capital to carry
out its business plans and strategies.

The OTC market differs from national and regional stock exchanges in that it (1)
is not situated in a single location but operates through communication of bids,
offers and confirmations between broker-dealers  and  (2) securities admitted to
quotation are offered by one or more broker-dealers rather than the "specialist"
common to stock exchanges.


D.  SELLING SHAREHOLDERS

Not applicable


E.  DILUTION

Not applicable

F.  EXPENSES OF ISSUE

Not applicable


ITEM  10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not Applicable


B.  MEMORANDUM AND ARTICLES OF ASSOCIATION

The information required by this section  has been  included  in  the  Company's
previously filed  registration  statement on  Form 20-F,  as amended,  which was
filed  with  the SEC on March 23, 2001.


C.  MATERIAL CONTRACTS

On June 25, 2002, the Company entered into a letter of intent, which was amended
on July 12, 2002,  to acquire all of the issued and  outstanding  securities  of
SHEP,  one  wholly  owned subsidiary  (SHEP Technology  Inc. -  incorporated  in
Maine),  SHEP Technologies Inc.  (incorporated  in Delaware)  and certain Ifield
assets.   Under the terms of the Letter of Intent, the Company is to acquire all
of  SHEP's  outstanding  securities in exchange for  10,600,000 shares of common
stock  of Inside and will seek to raise US$1.5 million in gross proceeds  to the
Company through a  private placement of its equity  securities with a minimum of
$500,000 prior to closing the transaction.   These Agreements are summarized  in
Item 4. A. under the sub-heading "SUMMARY OF SHEP TERMS AND CONDITIONS".

The Company paid or accrued consulting fees to Pemcorp in each of the last three
fiscal years  in connection with researching, identifying  and negotiating  with
prospective business acquisitions on behalf of the Company. Pemcorp is a private
Canadian  company  controlled  by  William D.  McCartney  and  the  late Leonard
Petersen both of who became  directors of the  Company  on September 6, 2000 and
resigned as directors on February 28, 2002. The Company formalized its relation-
ship with Pemcorp by way of  written  agreement  made  effective August 1, 2000,
which provides for  the  payment of  $2,500 per  month  for  general  management
services to be provided by Messrs McCartney  and Petersen.   The  agreement  was
subsequently cancelled by  the  Company effective  November 30,  2001  with  the
consent of Pemcorp.

The Company  entered  into an agreement,  dated  May 1, 2000,  to  purchase  its
Inside.com Assets.   The purchase consideration, which approximated the Vendor's
cost, consisted of a note  in the amount of $40,000  payable without interest on
the earlier of:

   a.   the  date  on  which  the  Company  is in receipt of  proceeds totalling
        $40,000   from  the  sale,  lease  or  license  of  any  of  the  assets
        purchased;

   b.   the  date  on  which  the  Company  is in receipt of proceeds  totalling
        $200,000  from  the  sale  and  issue  of  common  shares;  and

   c.   June 30, 2001.

The Company concluded that it would be unable to secure the necessary capital to
pursue the  business of  Inside.com  and  discontinued  the  business  effective
January 2002.  Refer expressly to the summary of the Pemcorp Assignment and Debt
Settlement  Agreement  in  Item  7,  under  the heading "Pemcorp Debt Settlement
Agreement".

The  Vendor agreed to settle all amounts owing through the issuance of shares by
the Company.


D.  EXCHANGE CONTROLS

There are no governmental laws,  decrees or regulations in  Canada  relating  to
restrictions on the  export  of  capital  affecting the remittance  of interest,
dividends or other payments to non-resident holders of the Company's shares. Any
 such remittances, however, are subject to withholding tax.

There are no limitations under the laws of Canada, the Yukon Territory or in the
charter or any other constituent  documents  of  the  Company  on  the  right of
foreigners to  hold or vote  the shares  of  the Company.   However,  under  the
provisions of the Investment Canada Act,  when control of a Canadian business is
acquired by  a  non-Canadian,  the  transaction  may be  reviewable  in  certain
circumstances by Investment  Canada,  an agency  of the  federal  government  of
Canada. Reviewable  transactions are those in which a non-Canadian acquires  the
assets of a Canadian business or the voting shares of a Canadian corporation the
value of which assets or shares exceeds $5 million  (Canadian).   Also,  certain
transactions are specifically exempted from review.

E. TAXATION

TAXATION ON DIVIDENDS

Generally,   cash  dividends  paid  by  Canadian  corporations  to  non-resident
shareholders are subject to a withholding tax of 25 percent.  However,  pursuant
to  Article X[2]  of the Canada-United States tax treaty,  dividends  paid  to a
resident,  are only subject to a 15 percent withholding tax.   Further,  if  the
United states resident is a company which owns 10 percent or more of  the voting
shares of the Canadian  company paying the dividends,  the  withholding  tax  is
reduced to 5  percent.   In addition  to dividend withholding,  interest paid to
United  States  residents is subject to a 10 percent withholding tax pursuant to
Article XI[2] of the Canada-United States tax treaty.

TAXATION ON CAPITAL GAINS

A non-resident  purchaser  who holds shares of the  Company as  capital property
will not be subject to Canadian tax on capital gains realized on the disposition
of such  shares unless  such shares are  "taxable Canadian property"  within the
meaning of  the  Income Tax Act  (Canada) and no relief  is afforded  under  any
applicable  tax treaty.    The shares of the  Company would be taxable  Canadian
property of a non-resident  purchaser  if  the  non-resident  purchaser used the
shares in carrying on a  business in Canada or if at any time  during the  five-
year period immediately preceding  the disposition not  less than 25  percent of
the issued  shares  of  any class of the  Company  belonged  to  the  particular
purchaser, persons with whom the  purchaser  did not deal at arm's length or any
combination thereof.

Holders of common  shares  of  the Company  should seek  independent advice from
their own professional  tax advisors with  respect  to the Canadian  Income  Tax
consequences arising from the holding of Common Shares of the Company.

F. DIVIDENDS AND PAYING AGENTS

Not Applicable

G. STATEMENT BY EXPERTS

Not Applicable

H. DOCUMENTS ON DISPLAY

All documents concerning the Company,  which  are  referred  to  in this  Annual
Report are available for inspection at  the offices of  MCSI  Consulting  Group:
Suite 880, 609 Granville Street,  Vancouver, Canada, V7Y 1G5. Telephone 604-685-
5535, Facsimile 604-685-6940.

I. SUBSIDIARY INFORMATION

Not Applicable - the Company presently has no subsidiaries.


ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a small business issuer as defined in Rule 405 of the Securities
Act of 1933, as amended, and Rule 12b-2 of the Securities Exchange Act of 1934,
as amended,  and therefore need not provide  the information requested by  this
item.

In June 1998,  the Financial  Accounting Standards Board issued  SFAS No. 133.
"Accounting For Derivative Instruments and Hedging Activities."  This statement
establishes  accounting and  reporting  standards for  derivative  instruments,
including certain derivative  instruments embedded in other contracts,  and for
hedging activities.

SFAS No. 133 is effective for the Company's fiscal year  beginning May 1, 2000.
Because the Company is not involved in any activities covered by  SFAS No. 133,
the adoption of  SFAS No. 133 is not  expected to have a material effect on the
Company's financial position or results of operations.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

None


                                    PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND  USE OF
PROCEEDS

None

                                    PART III


ITEM 17. FINANCIAL STATEMENTS

The Company's   Financial   Statements,   Auditors'  Reports,  and  Notes to the
Financial Statements, which are required to be filed hereunder, are contained on
pages 27 through 37  as  follows:   "Financial  Statements"  which  include  the
following statements:

   (1)  Auditors' Report

   (2)  Balance Sheets as at April 30, 2002 and  April 30, 2001

   (3)  Statements  of  Operations for the years  ended April 30, 2002, 2001 and
        2000 and Cumulative Amounts from May 1, 2000 to April 30, 2002.

   (4)  Statements of Cash Flows for the years  ended  April 30,  2002, 2001 and
        2000 and Cumulative Amounts from May 1, 2000 to April 30, 2002.

   (5)  Statements of Shareholders'  Equity for the years ended  April 30, 2002,
        2001 and 2000.

   (6)  Notes to the Financial Statements.



<PAGE>

                            INSIDE HOLDINGS INC.

                           FINANCIAL STATEMENTS
                      (Expressed in Canadian Dollars)
                       (A Development Stage Company)


                            APRIL 30, 2002



DAVIDSON & COMPANY
Chartered Accountants               A Partnership of Incorporated Professionals

                          AUDITORS' REPORT

To the Shareholders of
Inside Holdings Inc.
(A Development Stage Company)

We have audited the balance sheets of Inside Holdings Inc. as at April 30, 2002
and 2001 and the statements of operations,  cash flows and shareholders' equity
for the years ended April 30,  2002,  2001 and 2000 and  the  period  from  the
commencement of the development stage on May 1, 2000 to April 30, 2002.   These
financial statements are the responsibility of the  Company's management.   Our
responsibility  is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with Canadian and United States generally
accepted auditing standards.   Those standards require that we plan and perform
an audit to obtain reasonable assurance whether the  financial  statements  are
free of material  misstatement.   An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting  principles used  and  significant
estimates made by management,  as well  as  evaluating  the  overall  financial
statement presentation.

In our opinion,  these financial  statements present fairly,  in  all  material
respects,  the financial position of the Company as at April 30,  2002 and 2001
and the results of its operations and  its cash flows for the years ended April
30, 2002, 2001 and 2000 and the period from the commencement of the development
stage on May 1, 2000 to  April 30, 2002  in accordance with generally  accepted
accounting principles in Canada.

"DAVIDSON & COMPANY"

Vancouver, Canada
Chartered Accountants


May 6, 2002






COMMENTS BY AUDITORS FOR US READERS ON CANADA
- US REPORTING DIFFERENCE

In the United States, reporting standards for auditors  require  the addition of
an explanatory paragraph  (following the opinion paragraph)  when the  financial
statements are affected by  conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern, such as those described in
Note 1 to the financial statements.    Our report to shareholders  dated  May 6,
2002  is expressed in  accordance with Canadian reporting standards which do not
permit a reference to such  events and  conditions in the auditors'  report when
these are adequately disclosed in the financial statements.

"DAVIDSON & COMPANY"
Chartered Accountants

Vancouver, Canada



May 6, 2002

A Member of SC INTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre,
Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947  Fax (604) 687-6172




























<PAGE>


INSIDE HOLDINGS INC.
BALANCE SHEETS
(Expressed in Canadian Dollars)
(A Development Stage Company)
AS AT APRIL 30


                                                            2002        2001
ASSETS                                                        $           $

Current
  Cash                                                    226,289       6,940
  Receivable                                                  216         681
                                                         --------     -------
  Total current assets                                    226,505       7,621

Intellectual property (Note 3)                               -         20,000
                                                         --------    --------

Total assets                                              226,505      27,621
                                                        ---------    --------

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current
  Accounts payable and accrued liabilities                  7,843      13,894
  Due to related parties (Note 4)                            -         64,075
                                                         --------    --------

  Total current liabilities                                 7,843      77,969
                                                         --------    --------

Shareholders' equity (deficiency)
  Capital stock (Note 5)
    Authorized
      100,000,000 common shares, without par value
    Issued
      9,735,300 common shares
        (April 30, 2001 - 4,637,600)                   3,706,079    3,368,694
  Deficit accumulated during the development stage      (160,989)     (92,614)
  Deficit                                             (3,326,428)  (3,326,428)
                                                       ----------   ---------

  Total shareholders' equity (deficiency)                218,662      (50,348)
                                                       ---------     --------

Total liabilities and shareholders' equity               226,505       27,621
                                                      ----------     --------
Nature and continuance of operations (Note 1)

On behalf of the Board:


"Kevin Winter"  Director              "Eric Collins"  Director
Kevin Winter                           Eric Collins

The accompanying notes are an integral part of these financial statements.



<PAGE>

INSIDE HOLDINGS INC.
STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars)
(A Development Stage Company)



                                     Cumulative
                                       Amounts
                                      From the
                                    Commencement
                                   of Development
                                  Stage on May 1,
                                   2000 to Apr 30,     Year Ended April 30
                                       2002         2002      2001      2000
----------------------------------------------------------------------------
EXPENSES                                 $            $         $         $

  Amortization                        40,000     20,000     20,000        -
  Consulting                           7,500       -         7,500     30,000
  Listing and transfer agent fees     21,908      8,615     13,293      4,923
  Management fees                     47,500     17,500     30,000     30,000
  Office and general                   7,109        622      6,487      6,441
  Professional fees                   36,972     21,638     15,334     11,289
                                     ----------------------------------------

Loss before other item              (160,989)   (68,375)   (92,614)   (82,653)

OTHER ITEM
  Write-off of loan receivable          -           -         -      (104,873)
                                    ------------------------------------------


Loss for the year                   (160,989)   (68,375)   (92,614)  (187,526)
------------------------------------------------------------------------------

Basic and diluted loss per share                  (0.01)     (0.04)     (0.38)
------------------------------------------------------------------------------

Weighted average number of shares
Outstanding                                   5,854,018   2,636,470   487,600
------------------------------------------------------------------------------



The accompanying notes are an integral part of these financial statements.










<PAGE>

INSIDE HOLDINGS INC.
STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(A Development Stage Company)


                                     Cumulative
                                       Amounts
                                      From the
                                    Commencement
                                   of Development
                                  Stage on May 1,
                                   2000 to Apr 30,   Year Ended April 30
                                       2002       2002      2001      2000
----------------------------------------------------------------------------
                                         $          $         $         $
CASH FLOWS FROM
  OPERATING ACTIVITIES
  Loss for the year                 (160,989)   (68,375)  (92,614)  (187,526)
  Items not involving cash:
    Amortization                      40,000     20,000    20,000       -
    Write-off of loan receivable        -          -         -       104,873
    Capital stock issued for services  2,500      2,500      -          -

  Change in non-cash working
  capital items:
    (Increase) decrease in receivable   (216)       465      (681)      -
    Increase (decrease) in
      accounts payable                 8,794     13,534    (5,039)    13,660
    Increase in due to related
      parties                         38,700     18,725    19,975     65,300
                                    ----------------------------------------
  Cash used in operating activities  (71,211)   (13,151)  (58,359)    (3,693)
                                    ----------------------------------------

CASH FLOWS FROM
  FINANCING ACTIVITIES
  Issuance of capital stock          297,500    232,500    65,000       -

  Cash provided by financing
    Activities                       297,500    232,500    65,000       -
                                    ----------------------------------------

CASH FLOWS FROM
  INVESTING ACTIVITIES
  Loan receivable                       -          -         -           700
                                    ----------------------------------------
  Cash provided by investing
    Activities                          -          -         -           700
                                    ----------------------------------------

                                                         - continued -


The accompanying notes are an integral part of these financial statements.

<PAGE>

INSIDE HOLDINGS INC.
STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(A Development Stage Company)


                                     Cumulative
                                       Amounts
                                      From the
                                    Commencement
                                   of Development
                                  Stage on May 1,
                                   2000 to Apr 30,     Year Ended April 30
                                       2002         2002      2001      2000
----------------------------------------------------------------------------
                                         $            $         $         $
Continued...




Increase (decrease) in cash
for the year                         226,289      219,349    6,641     (2,993)


Cash, beginning of year                 -           6,940      299      3,292
                                    ------------------------------------------

Cash, end of year                    226,289      226,289    6,940        299
------------------------------------------------------------------------------

Cash paid for income taxes              -            -        -           -
------------------------------------------------------------------------------

Cash paid for interest                  -            -        -           -
------------------------------------------------------------------------------


Supplemental disclosure with respect to cash flows (Note 7)






The accompanying notes are an integral part of these financial statements.





<PAGE>


INSIDE HOLDINGS INC.
STATEMENT OF SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)
(A Development Stage Company)



                                               Deficit
                             Capital Stock   Accumulated
                                 Number      During the
                                  Of         Development
                             Shares  Amount     Stage       Deficit    Total
-----------------------------------------------------------------------------
                                        $         $           $          $

Balance, April 30, 1999    487,600  3,163,181     -      (3,138,902)   24,279

  Loss for the year           -          -        -        (187,526) (187,526)
                         ----------------------------------------------------


Balance, 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)
                        -----------------------------------------------------


Balance,
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)
                        -----------------------------------------------------


Balance,
April 30, 2002          9,735,300  3,706,079  (160,989)  (3,326,428)  218,662
-----------------------------------------------------------------------------




The accompanying notes are an integral part of these financial statements.






<PAGE>

INSIDE HOLDINGS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(A Development Stage Company)
APRIL 30, 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.

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
satisfactory  agreements  with prospective  network affiliates or the necessary
capital to materially progress its plans.   Present  market  conditions  remain
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 of these  circumstances,  the Board  of Directors chose not to
renew the registration of its domain names and is determined to seek  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.

Amortization expense for the year includes the previously  unamortized  cost  of
its 400 registered internet domain names to reflect the changes in the Company's
plans.

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.

Intellectual property

Intellectual property is recorded at cost and is amortized over two years.

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.

Segmented information

The Company currently conducts its operations in Canada in one business segment.





<PAGE>

INSIDE HOLDINGS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(A Development Stage Company)
APRIL 30, 2002


3.  INTELLECTUAL PROPERTY


                                  2002                         2001
                  -------------------------------   ---------------------------
                          Accumulated   Net Book         Accumulated   Net Book
                   Cost   Amortization    Value     Cost  Amortization   Value
-------------------------------------------------------------------------------
                    $         $            $         $         $          $
Domain names        -         -            -      40,000     20,000     20,000
------------------------------------------------------------------------------

During the current year, the Company wrote-off its investment in domain names.


4.  DUE TO RELATED PARTIES

                                                             2002         2001
------------------------------------------------------------------------------
                                                               $            $

Due to a company controlled by former
directors of the Company.                                     -         24,075

Due to a company controlled by former directors of the
Company and secured on the intellectual property              -         40,000
                                                        ----------------------

                                                              -         64,075
------------------------------------------------------------------------------

During the current year, the amounts due to related parties were settled through
the issuance of capital stock.

Unless otherwise noted, amounts due to related parties are non-interest  bearing
and unsecured, with no fixed terms of repayment.

The fair value of amounts due to related parties are not  determinable  as  they
have no specific repayment terms.


5.  CAPITAL STOCK

During fiscal 2001, the Company issued shares of common stock as follows:

    a)  3,500,000 shares to settle certain debts totalling $140,573, including
amounts owed to related parties.

    b)  650,000 shares for cash proceeds in the amount of $65,000.

During the current year, the Company issued shares of common stock as follows:

    a)  2,047,700 shares to settle certain debts totalling $102,385, including
amounts owed to related parties.

    b)  50,000 for shares services, valued at $2,500.

    c)  3,000,000 shares for cash proceeds in the amount of $232,500.


6.  INCOME TAXES

Income tax expense varies from the amount that would be computed by applying
the combined federal and provincial income tax rate to income before  income
taxes as follows:

                                          2002         2001          2000
---------------------------------------------------------------------------
                                           $            $             $
Loss before income tax recovery        (68,375)      (92,614)     (187,526)
---------------------------------------------------------------------------

Expected income tax recovery           (30,495)      (41,324)      (85,549)
Tax effect of expenses not deducted
for income tax purposes                  8,924         8,924          -
Unrecognized benefit of net operating
losses carried forward                  21,571        32,400        85,549
                                       -----------------------------------

Actual income tax recovery                -             -             -
--------------------------------------------------------------------------

The significant components of the Company's future income tax assets are as
follows:
---------------------------------------------------------------------------

                                                       2002           2001
--------------------------------------------------------------------------
                                                        $               $
Future tax assets:
  Intellectual property                               17,848         8,924
  Non-capital loss carryforwards                      53,961        32,400
                                                    ----------------------

Net future tax assets before valuation allowance      71,809        41,324
Less valuation allowance                             (71,809)      (41,324)
                                                    -----------------------
Net future tax assets                                   -             -
---------------------------------------------------------------------------

INSIDE HOLDINGS INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(A Development Stage Company)
APRIL 30, 2002


6.  INCOME TAXES  (cont'd.)

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 of Canada.

7.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

The following non-cash investing and financing  transactions  occurred  during
the year ended April 30, 2002:

    a)  The company issued 2,047,700 shares to settle amounts  due to  related
parties and accounts payable in the amount of $102,385.

    b)  The Company issued 50,000 shares as payment  for  services  valued  at
$2,500.

The following non-cash investing and financing  transactions  occurred  during
The year ended April 30, 2001:

    a)  The Company issued 3,500,000 shares to settle debts in  the amount  of
$140,513.

    b)  The Company  issued to a related party,  a note payable in the  amount
of $40,000 for the purchase of intellectual property.

There were no significant non-cash transactions for  the year  ended April 30,
2000.


8.  RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties during
the year ended April 30, 2002:

    a)  Paid or accrued $17,500 (2001 - $30,000; 2000 - $30,000) in  management
fees to a company controlled by former directors of the Company.

    b)  Paid or accrued $Nil (2001 - $7,500; 2000 - $30,000) in consulting fees
to a former significant shareholder of the Company.

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.

9.  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  approximate  their
carrying values and the Company is not exposed to significant interest  currency
or credit risks arising from these financial instruments.    The fair  value  of
these financial instruments approximate their carrying values,  unless otherwise
noted.

10.  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").

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 Pre-acquisition 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.

10.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
     ACCEPTED ACCOUNTING PRINCIPLES  (cont'd...)

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.


ITEM 18.  FINANCIAL STATEMENTS

Not Applicable.

<PAGE>

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: August 23, 2002

<PAGE>
ITEM 19.  EXHIBITS

99.1.  CERTIFICATION OF CHIEF EXECUTIVE  OFFICER  AND  CHIEF  FINANCIAL  OFFICER
       PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
       THE SARBANES-OXLEY ACT OF 2002


I,  KEVIN WINTER,  certify,  pursuant  to  18 U.S.C.  Section 1350,  as  adopted
pursuant to Section 906 of  the Sarbanes-Oxley  Act  of 2002,  that  the  Annual
Report on  Form 20-F of  Inside Holdings Inc. for the year ended  April 30, 2002
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the  Annual Report on
Form 20-F fairly presents in all material respects the  financial  condition and
results of operations of Inside Holdings Inc.

By:  /S/ KEVIN WINTER
------------------------------
Name:  KEVIN WINTER
Title:  Chief Executive Officer

Date:  August 23, 2002


I,  TRACY A. MOORE,  certify,  pursuant to 18 U.S.C.  Section 1350,  as  adopted
pursuant to  Section 906 of the  Sarbanes-Oxley Act of  2002,  that  the  Annual
Report on Form 20-F of Inside Holdings Inc. for the year  ended  April 30,  2002
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the Annual Report  on
Form 20-F fairly  presents  in all material respects the financial condition and
results of operations of Inside Holdings Inc.

By:  /S/ TRACY A. MOORE"
-------------------------------
Name:  TRACY A. MOORE

Title:  Chief Financial Officer

Date:  August 20, 2002


<FN>