UNITED STATES SECURITIES
                            AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 6-K
                                CURRENT REPORT

        REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-
                16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             FOR AUGUST 16, 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):

Inside Holdings Inc. held its AGM on August 12, 2002. During the meeting, six
directors were appointed to the board including the three incumbent directors:
Kevin Winter, Eric Collins, and Richard King, and three new persons: Tracy A.
Moore, Malcolm P. Burke and Betty Anne Loy.

Copy of the News Release is attached hereto and filed as Exhibit 1 to this
filing on Form 6-K.

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:   "Malcolm P. Burke"
 -----------------
Name: Malcolm P. Burke
Title: Director
Date:   August 16, 2002

Exhibit 1
News Release
August 16, 2002


INSIDE HOLDINGS INC. APPOINTS NEW DIRECTORS AND OFFICERS

VANCOUVER, CANADA  -  AUGUST 16, 2002  -  INSIDE HOLDINGS INC. (the "Company" or
"Inside") (OTC BB: IHLGF), held its AGM on August 12, 2002.  During the meeting,
six  directors  were  appointed  to  the  board  including  the  three incumbent
 directors: Kevin Winter, Eric Collins, and Richard King, and three new persons:
Tracy A. Moore, Malcolm P. Burke and Betty Anne Loy.

Tracy A. Moore  has  owned,  operated  and  consulted  to  a  diverse  range  of
Businesses  in  all  stages  of  development  in over 15 countries.  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 where he oversees overall client contact
and relations, project management, planning and quality control. In addition to
his consulting practice, he has owned and operated a variety of businesses. From
1976 to 1990, Mr. Moore worked with three international chartered accountant and
consulting firms  in  the  areas  of audit, taxation, reorganization and general
consulting.   Mr. Moore  qualified as a  (Canadian) Chartered Accountant in 1979
after  earning  his  Bachelor  of Commerce degree from the University of British
Columbia in 1976.   He serves  on boards  of directors  and  advises  boards  on
corporate finance matters, business planning issues, mergers,  acquisitions  and
divestitures.  The public companies with which Mr. Moore has held a directorship
role over the past five years include Avance Venture Corp.  (October 2000 to May
2002),  King Communications International Inc.  (June to December 2000 and April
1996 to March 1999), and Illusion Systems Inc. (September 2000 to present)

Malcolm P. Burke was employed as a real estate investment broker and stockholder
of Royal LePage Realty Corp.,  Canada's largest real estate brokerage firm, from
1969 until 1980.   There, he managed the investment  division  of  Royal Le Page
Western Ltd.,  specializing  in  the  acquisition  and syndication of investment
properties in Canada and United States on behalf of an international  clientele.
In 1980,  Mr. Burke founded Primary Ventures Corp. to specialize in investments,
acquisition and the financing of promising  early stage and start up ventures in
the natural resource, oil and gas, aquaculture and technology fields.   To date,
the  Primary Group  has raised in excess of  $120  million for client companies.
Mr. Burke  has  served as a director with a number of public companies listed on
the TSX, NASDAQ and American Stock Exchange.

Betty Anne Loy has more than twelve years experience in corporate administration
of Canadian  and  U.S. public  companies  including responsibility for statutory
compliance  and  regulatory  filings  and managing  all aspects of corporate and
shareholder communications. She has been associated with  Primary Ventures Corp.
since 1986.

About Inside Holdings Inc.
In May 2002,  the Company entered into a letter of intent to acquire all of the
issued  and  outstanding  shares of  SHEP  Limited  and its  two  wholly  owned
subsidiaries.   The letter of intent was amended in June 2002 contemplating, in
part, a late August 2002 closing.   Due diligence  is continuing and  therefore
there can be no assurance that the contemplated transaction will close.

About SHEP Limited
SHEP  Limited  is  a  corporation  based in the  British Isles  with  operating
subsidiaries in the United States.   SHEP Limited has  designed  and  developed
proprietary energy  technology for application in the global automotive sector,
and anticipates licensing its "Stored Hydraulic Energy Propulsion"  ("SHEP") to
Tier  One   automotive  manufacturers  and  automotive  suppliers.    Hydraulic
propulsion is being embraced by Original Equipment Manufacturers ("OEMs") in the
automotive industry.   In particular, Ford Motor Company's own system, known  as
Hydraulic Launch  Assist  ("HLA"),  incorporates SHEP  components as an integral
part of Ford's HLA-equipped development vehicles, which are currently undergoing
"Implementation Ready" testing.

Optimal  use  of  SHEP  technology  is in high-density urban traffic environment
where acceleration  and braking cycles are frequent  -  accordingly,  commercial
vehicles  including  buses,   trucks,  taxis  and  subway   systems  are   ideal
applications.

ON BEHALF OF THE BOARD OF DIRECTORS

"Malcolm P. Burke"

Malcolm P. Burke, Director

Statements about the Company's future  expectations,  including future  revenues
and   earnings,  and  all  other  statements  in this press release  other  than
historical facts, are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934, as that term is defined in the Private Securities Litigation Reform Act of
1995.   The Company intends that such  forward-looking statements be subject  to
the safe harbors created thereby.   Since  these statements  involve  risks  and
uncertainties  and  are  subject  to  change  at  any time, the Company's actual
results could differ materially from expected results.