FORM 6-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER
                           PURSUANT TO RULE 13A-16 OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                        FOR THE MONTH OF   FEBRUARY, 2002
                                         -------------------


                              INSIDE HOLDINGS INC.
                              --------------------
                 (Translation of registrant's name into English)

            Suite 1260, 609 Granville Street, Vancouver, B.C., Canada
            ---------------------------------------------------------
                    (Address of principal executive offices)


[Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.]

                         Form 20-F  X       Form 40-F
                                   ---                ----

[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]

                                 Yes      No  X
                                     ---     ---

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):



THE  COMPANY,  A  FOREIGN PRIVATE ISSUER DOMICILED IN CANADA, IS REQUIRED, UNDER
THE  BRITISH COLUMBIA SECURITIES ACT AND RULES TO FILE WITH THE BRITISH COLUMBIA
SECURITIES  COMMISSION,  FOR  PUBLIC  VIEWING,  QUARTERLY  AND  ANNUAL FINANCIAL
STATEMENTS,  AND  OTHER  INFORMATION,  WHICH  THE  REGISTRANT  DEEMS OF MATERIAL
IMPORTANCE  TO  STOCKHOLDERS.

ATTACHED  IS  A  COPY  OF  A  NEWS  RELEASE  ISSUED  BY  THE  COMPANY.




February 28, 2002

PRESS RELEASE

INSIDE HOLDINGS INC.                                       OTC BB SYMBOL: IHLGF
1260-609 Granville Street
Vancouver, B.C. V7Y 1G5
Tel. (604) 687-0888 Fax. (604) 685-7485


Eric  Collins  and Richard King have been appointed to the board of directors of
the  Company.  Kevin  Winter  has  been  appointed president and chief executive
officer.

William  McCartney,  Leonard  Petersen  and Murray Oliver have resigned from the
board  of  directors  of the Company. Mr. Petersen has resigned as president and
chief  executive  officer.

The  Company  has agreed to issue 3 million common shares at U.S.$0.05 per share
to  companies  controlled  by  Mr.  Collins  and  Mr. King for total proceeds of
U.S.$150,000,  which  will  be  used  for general working capital purposes. Upon
completion,  the  Company  will  have  9,735,300  common  shares  issued  and
outstanding.

Consensus  Investments  Limited  will acquire 1,500,000 shares and will then own
1,825,000  shares representing 18.7% of the issued and outstanding common shares
of  the  Company.  Consensus is controlled by Mr. Collins, a new director of the
Company.

Nottinghill  Resources  Limited  will also acquire 1,500,000 shares representing
15.4%  of  the issued and outstanding common shares of the Company.  Nottinghill
is  controlled  by  Mr.  King,  a  new  director  of  the  Company.

The trades of the securities are to be conducted in private transactions and the
acquisitions  by  Consensus  and  Nottinghill  are  for  investment  purposes.


ON BEHALF OF THE BOARD OF DIRECTORS

Kevin Winter, Director



                                   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.



Date:  February 28, 2002                By:  /s/  Kevin Winter
      ------------------                    -----------------------
                                            Name: Kevin Winter
                                            Title: President