6-K

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 DECEMBER 3, 2003
- -------------------

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

Suite 880, 609 Granville Street, Vancouver, BC, 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):

Copy of the financial statements for the quarter ended September 30, 2003 as filed with the Yukon Territories and BC Securities Commission is attached hereto and filed as Exhibit 99.a and 99.b to this filing on Form 6-K.

Exhibit No.
- -----------
99.a
99.b Document
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September 30, 2003 Interim Financial StatementsSeptember 30, 2003 Schedule B & C Form 51-901F

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 under-signed, thereunto duly authorized.

SHEP TECHNOLOIGES INC.

By: "Malcolm P. Burke"

-----------------------------------------------------

Name: Malcolm P. Burke
Title: President and CEO
Date: December 3, 2003

EX-1

SHEP TECHNOLOGIES INC.
(A Development Stage Company)


CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)

(Unaudited, Prepared by Management)


SEPTEMBER 30, 2003

SHEP TECHNOLOGIES INC.
(A Development Stage Company)

Consolidated Balance Sheets
(Expressed in United States Dollars)
As at September 30, 2003
(Unaudited, Prepared by Management)

	September 30, 2003 (Unaudited) ___________	December 31, 2002 ___________
ASSETS Current     Cash and cash equivalents     Funds held in trust     GST, VAT and other receivables     Inventory     Prepaid expenses     Total current assets Capital assets (note 4) Intangible assets (note 5) Total assets LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities     Accounts payable and accrued liabilities     Accounts payable and accrued liabilities - related parties (note 9)     Loans payable (note 6)     Total current liabilities Stockholders' equity (deficiency)     Capital stock (note 7)         Authorized             100,000,000 common shares, without par value         Issued             24,718,956 common shares (2002 - 21,637,280)     Additional paid-in capital     Cumulative translation adjustment     Deficit accumulated during the development stage     Total stockholders' equity (deficiency) Total liabilities and stockholders' equity (deficiency)	$     575,802  141,636  37,132  188,768  150,485  1,093,823  30,595                  -    $  1,124,418  $     519,308  129,201        100,000        748,509  24,719  4,669,695  (32,499) (4,286,006)       375,909  $  1,124,418	$       4,253  - -    20,725  202,015  98,649  325,642  84,154         87,124  $    496,920  $     364,162  169,618          60,000        593,780  21,637  1,777,861  (33,743) (1,862,615)     (96,860) $   496,920

Going Concern (note 2)

On Behalf of the Board:

"Malcolm P. Burke "           Director "Tracy A. Moore "           Director

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

SHEP TECHNOLOGIES INC.
(A Development Stage Company)

Consolidated Statements of Operations
(Expressed in United States Dollars)
For the Period Ended September 30, 2003
(Unaudited, Prepared by Management)

	Cumulative From Inception on January 6, 2000 to September 30, 2003	Three Months Ended		Nine Months Ended
		September 30,   September 30, 2003              2002		September 30,   September 30, 2003              2002
SALES COST OF GOODS SOLD Gross profit (LOSS) EXPENSES    Depreciation and amortization    Research and development    Research and development - related parties     Selling, general and administrative - (note 10)    Selling, general & admin-related parties (notes 8,10)    Loss from operations OTHER INCOME (EXPENSE)    Interest income    Interest expense Loss for the period Basic and diluted loss per share Weighted average number of shares of common stock outstanding	$    405,517  185,093220,424  188,588  634,739  165,779  1,845,908  1,668,6724,503,683(4,283,259) 3,103  (5,850) (2,747) $ (4,286,006)	$       -    -   -    109,421  280,316  - -    296,906  179,830866,473(866,473) 2  (2,000)(1,998) $  (868,471) $  (0.04) 24,351,899	$  -    -   -    3,643  - -    - -    60,699  47,991112,333(112,333) - -    -   -   (112,333) $  (0.01) 11,821,861	$  -    -   -    144,158  400,609  - -    795,877  1,077,1092,417,753(2,417,753) 211  (5,850)(5,639) $(2,423,392) $  (0.11) 22,948,518	$  22,432  16,7985,634  10,435  - -    - -    488,350  128,999 627,784(622,150) 1,011  -  1,011  $(621,139) $  (0.06) 9,738,492

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

SHEP TECHNOLOGIES INC.
(A Development Stage Company)

Consolidated Statements of Cash Flows
(Expressed in United States Dollars)
For the Period Ended September 30, 2003
(Unaudited, Prepared by Management)

	Cumulative From Inception on January 6, 2000 to September 30, 2003	Three Months Ended		Nine Months Ended
		September 30,  September 30, 2003              2002		September 30,  September 30, 2003              2002
CASH FLOWS FROM OPERATING ACTIVITIES   Loss for the period   Adjustment to reconcile loss to net cash used in operating activities:      Depreciation and amortization      Stock-based compensation   Changes in non-cash working capital items:      Funds placed in trust      Increase in GST and VAT recoverable      Decrease (increase) in inventories      Increase in prepaid expenses      Increase (decrease) in accounts payable   Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES   Cash acquired on purchase of subsidiaries   Acquisition of capital assets   Acquisition of patents and designs   Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES   Capital stock issued for cash   Cash acquired on recapitalization and acquisitions   Advances to SHEP Limited prior to recapitalization   Related party advances   Proceeds from loan payable   Net cash provided by financing activities   Effect of exchange rate changes on cash Change in cash and cash equivalents for the period Cash and equivalents, beginning of period Cash and cash equivalents, end of period Cash paid during the period for:   Interest expense   Income taxes	$ (4,286,006) 188,588  880,000  (141,636) (34,692) (173,128) (144,626)        420,251    (3,291,249) - -    (121,027)        (80,321)      (201,348) 2,781,948  382,586  452,439  494,900        100,000     4,104,373         (35,974) 575,802                 -    $     575,802  $               -    $               -	$ (868,471) 109,421  80,000  (141,636) (16,059) (93) (43,852)     181,573   (699,117) - -    - -                  -                  -    792,500  - -    - -    - -                  -        792,500      (27,992) 65,391      510,411  $  575,802  $            -    $            -	$ (112,333) 3,643  - -    - -    (64,628) (150,115) - -        (84,488)    (407,921) 381,922  (53,183)      (80,321)      248,418  - -    - -    448,068  10,983                 -         459,051            5,618  305,166            4,260  $    309,426  $             -    $             -	$ (2,423,392) 144,158  794,000  (141,636) (16,407) 13,247 (51,836)       114,729   (1,567,137) - -    - -                    -                    -    2,098,416  - -    - -    10,983          40,000    2,138,416             (270) 571,549            4,253  $    575,802  $             -    $             -	$ (621,139) 10,435  - -    - -    (68,909) (182,303) - -            84,072      (777,844) 381,980  (59,677)       (80,321)       241,982  - -    - -    453,045  342,033                 -          795,078            5,618  264,834          44,592  $    309,426  $             -    $             -

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

SHEP TECHNOLOGIES INC.
(A Development Stage Company)

Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
For the Period Ended September 30, 2003
(Unaudited, Prepared by Management)

1.   Basis of Presentation

The accompanying unaudited consolidated financial statements do not include all information and footnote disclosures required
for an annual set of financial statements under United States generally accepted accounting principles. In the opinion of
management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the
financial position, results of operations and cash flows as at September 30, 2003 and for all periods presented, have been
included. Interim results for the nine-month period ended September 30, 2003 are not necessarily indicative of the results that
may be expected for the fiscal year as a whole.


The unaudited consolidated balance sheets, statements of operations and statements of cash flows include the accounts of the
Company, a Yukon Territory corporation and its direct and indirect wholly-owned subsidiaries: SHEP Limited, an Isle of Man
corporation; SHEP Technology, Inc., a Maine corporation; SHEP Technologies, Inc., a Delaware corporation; and SHEP
Technologies (UK) Limited, an English corporation. These financial statements have been prepared in accordance with United
States generally accepted accounting principles for interim financial information. The accounting principles used in these
financial statements are those used in the preparation of the Company's audited financial statements for the year ended
December 31, 2002.

These financial statements should be read in conjunction with the audited annual financial statements and notes thereto, as
included in the Company's annual report for the fiscal year ended December 31, 2002. These consolidated financial statements
also comply, in all material respects, with Canadian generally accepted accounting principles with respect to recognition,
measurement and presentation.


2.   Going Concern

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the
United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its
liabilities in the normal course of business rather than through a process of forced liquidation. However, certain conditions
noted below currently exist which raise substantial doubt about the Company's ability to continue as a going concern. These
consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that
might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have been funded primarily by the issuance of capital stock and debt. Continued operations of
the Company are dependent on the Company's ability to complete additional equity financings or generate profitable operations
in the future. Management's plan in this regard is to secure additional funds through future equity and debt financings. Such
financings may not be available or may not be available on reasonable terms.

	September 30, 2003 __________	December 31, 2002 ___________
Deficit accumulated during the development stage Working capital (deficiency)	$(4,286,006) $   345,314	$ (1,862,615) $   (268,138)

3.   Stock-based compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") encourages,
but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value.

The Company has chosen to account for stock-based compensation for employees, directors and officers using Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). Accordingly, compensation cost
for relevant stock options issued in the period is measured as the excess, if any, of the quoted market price of the Company's
stock at the date of the grant over the amount an employee is required to pay for the stock.

The Company accounts for stock-based compensation issued to non-employees in accordance with the provisions of SFAS 123
and the consensus in Emerging Issues Task Force No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling, Goods or Services".

The following table illustrates the effect on loss and loss per common share if the Company had applied the fair value
recognition provisions of SFAS 123 to stock-based compensation for employee, directors and officers.

	From Inception on January 6, 2000 to September 30, 2003	Three Months Ended		Nine Months Ended
		September 30,    September 30, 2003              2002		September 30,    September 30, 2003              2002
Loss, as reported Add: Total stock-based employee compensation expense included in loss, as reported determined under APB 25, net of related tax effects Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects Pro-forma loss Loss per common share, basic and diluted	$(4,286,006) 845,500  (815,000) $(4,255,506)	$ (868,471) 80,000  (45,000) $ (833,471) $       (0.04)	$  (112,333) - -    - -    $  (112,333) $        (0.01)	$(2,423,392) 759,500  (60,000) $(1,723,892) $         (0.11)	$  (621,139) - -    - -    $  (621,139) $        (0.06)
Loss per common share, basic and diluted, pro-forma		$       (0.04)	$        (0.01)	$         (0.08)	$        (0.06)

4.   Capital Assets

	September 30, 2003			December 31, 2002
	Cost	Accumulated Depreciation	Net Book Value	Cost	Accumulated Depreciation	Net Book Value
Plant and equipment	$  135,673	$  105,078	$    30,595	$   131,254	$    47,100	$    84,154

5.    Intangible Assets

	September 30, 2003			December 31, 2002
	Cost	Accumulated Depreciation	Net Book Value	Cost	Accumulated Depreciation	Net Book Value
Patents pending	$  90,513	$  90,513	$        -	$  87,124	$        -	$  87,124

Although management believes the Company will be able to generate revenues from its intangible assets, there is uncertainty
regarding future revenues due to the fact that this is a new business with a developing technology and there are currently no
comparable businesses in the intended market segments for which any reliable predictions for future revenue generation can be
based. Therefore, due to these uncertainties related to expected future undiscounted cash flows, the Company recorded an
impairment loss during the quarter ended September 30, 2003 of $84,946 by recording a charge to amortization to reduce the net
book value to zero.


6.   Loans Payable

Loans payable consist of two loans, one for $60,000 and one for $40,000, both bearing interest at 8% per annum, unsecured and
due on the earlier of January 31, 2004 or on the date the Company receives debt or equity financing of at least $1,000,000.
Interest in the amount of $5,850 has been accrued at September 30, 2003.

7.   Capital Stock

Common stock

The common stock of the Company is all of the same class, is voting and entitle stockholders to receive dividends. In the event
of a liquidation, dissolution or winding up, the common stockholders are entitled, on a prorate basis to receive equal
distributions of net assets and any dividends which may be declared.

On February 28, 2003, the Company completed a private placement consisting of 245,667 units at a price of $0.75 per unit for
proceeds of $184,250. Each unit consists of one share of common stock and one-half of one non-transferable share purchase
warrant whereby each whole warrant entitles the holder to acquire one additional share of common stock at a price of $1.25 per
share for a period of one year.

On April 3, 2003, the Company completed a private placement consisting of 588,235 units at a price of $0.85 per unit for gross
proceeds of $500,000. Each unit consists of one share of common stock and one-half of one non-transferable share purchase
warrant whereby each whole warrant entitles the holder to acquire one additional share of common stock at a price of $1.25 per
share for a period of one year. The Company incurred $65,000 of share issuance costs associated with the private placement.

On May 23, 2003, the Company completed a private placement consisting of 438,597 units at a price of $0.57 per unit for gross
proceeds of $250,000. Each unit consists of one share of common stock and one-half of one non-transferable share purchase
warrant whereby each whole warrant entitles the holder to acquire one additional share of common stock at a price of $1.25 per
share for a period of two years. The Company incurred $32,500 of share issuance costs associated with the private placement.

On June 4, 2003, the Company issued 50,000 shares of common stock as compensation to a consultant in consideration for
services rendered at a price of $0.69 per share for a total of $34,500 in consulting expenses.

On June 11, 2003, the Company completed a private placement consisting of 614,036 units at a price of $0.57 per unit for gross
proceeds of $350,000. Each unit consists of one share of common stock and one-half of one non-transferable share purchase
warrant whereby each whole warrant entitles the holder to acquire one additional share of common stock at a price of $1.25 per
share for a period of two years. The Company incurred $45,000 of share issuance costs associated with the private placement.

On June 24, 2003, the Company received proceeds of $166,666 for the exercise of 133,333 warrants at a price of $1.25 per
share.

On June 24, 2003, an officer and director of the Company exercised 350,000 vested stock options in a cashless exercise. The
stock was trading at a price of $2.85 per share, and the exercise price was $1.00 per share, resulting in an issuance of 227,192
shares and stock-based compensation expense of $647,500.

On July 15, 2003, the Company completed a private placement consisting of 384,615 units at a price of $1.30 per unit for gross
proceeds of $500,000. Each unit consists of one share of common stock and one-half of one non-transferable share purchase
warrant whereby each whole warrant entitles the holder to acquire one additional share of common stock at a price of $1.50 per
share for a period of one year. The Company incurred $62,500 of share issuance costs associated with the private placement.

On September 8, 2003, the Company completed a private placement consisting of 400,000 units at a price of $1.00 per unit for
gross proceeds of $400,000. Each unit consists of one share of common stock and one-half of one non-transferable share
purchase warrant whereby each whole warrant entitles the holder to acquire one additional share of common stock at a price of
$1.25 per share for a period of one year. The Company incurred $45,000 of share issuance costs associated with the private
placement.

Warrants

As of September 30, 2003, the following warrants are outstanding:

     a)   511,333 warrants exercisable at a price of $1.25 per share expiring March 12, 2004
           (extended 6 months during the quarter, from September 12, 2003 to March 12, 2004).
     b)   122,834 warrants exercisable at a price of $1.25 per share expiring February 28, 2004.
     c)   294,118 warrants exercisable at a price of $1.25 per share expiring April 3, 2004.
     d)   219,299 warrants exercisable at a price of $1.25 per share expiring May 23, 2005.
     e)   307,018 warrants exercisable at a price of $1.25 per share expiring June 11, 2005.
     f)   192,308 warrants exercisable at a price of $1.50 per share expiring July 15, 2004.
     g)   200,000 warrants exercisable at a price of $1.25 per share expiring September 7, 2004.

Stock Options

On October 8, 2002, the Company adopted a stock incentive plan (the "2002 Stock Plan") to provide incentives to employees,
directors and consultants. At the Company's annual general meeting, held November 22, 2002, the Company's shareholders
approved the 2002 Stock Plan which provides for the issuance of up to 2,200,000 options of common stock with the maximum
term of ten years. The board of directors has the exclusive power over the granting of options and their vesting provisions.

As of September 30, 2003, the Company had granted 1,875,000 options to employees, directors and consultants. The options
have six-year terms, an exercise price of $1.00 per share and vest in varying amounts at the discretion of the board of directors.
The fair value of the options granted in the nine months ended September 30, 2003 was $0.91 per share based on the Black-
Scholes option-pricing model. The fair value of options granted to consultants and non-directors of the Company recognized
during the nine months ended September 30, 2003 was $32,000 which has been recorded as consulting fees in the period.

On June 24, 2003, an officer and director of the Company exercised 350,000 vested stock options in a cashless exercise. The
stock was trading at a price of $2.85 per share, and the exercise price was $1.00 per share, resulting in an issuance of 227,192
shares and stock-based compensation expense of $647,500.

A summary of the 2002 Stock Plan activity during the nine months ended September 30, 2003, with comparative figures for
2002, is as follows:

2003			2002
	Number	Weighted Average Exercise Price		Number	Weighted Average Exercise Price
Options outstanding at January 1 Granted Exercised Forfeited Options outstanding at September 30 Options exercisable at September 30	1,000,000  875,000  (350,000)                 -  1,525,000  ________ 1,166,666	$  1.00 $  1.00 $  1.00           -  $  1.00 _____ $  1.00		-       -       -       -       -    ____    -	$      - $      - $      - $      - $      - _____ $      -

A summary of stock options outstanding at September 30, 2003 is as follows:

	Outstanding Options			Exercisable Options
Exercise Price ___________________________	Number ___________	Weighted Average Remaining Contractual Life ___________	Weighted Average Exercise Price ___________	Number ___________	Weighted Average Exercise Price __________
$1.00	1,525,000	5.3 years	$  1.00	1,166,666	$   1.00

The Company uses the Black-Scholes option-pricing model to compute estimated fair value, based on the following
assumptions:

            Risk-free interest rate
            Dividend yield rate
            Price volatility
            Weighted average expected life of options 4.5%
- -  %
125.7%
6 years

8.   Related Party Transactions

The Company entered into the following transactions with related parties during the period ended September 30, 2003:

     a)   Paid or accrued project management fees of $67,500 (2002 - $52,894), rent of $ Nil (2002 - $10,057), and office and
           general costs of $ Nil (2002 - $34,948) to a significant stockholder and former legal parent of SHEP Limited.
     b   Paid or accrued project management fees of $104,550 (2002 - $63,295) and office rent of $ Nil (2002 - $7,615) to a
           significant stockholder and founder of the SHEP system.
     c)  Paid or accrued management fees of $29,250 (2002 - $Nil), consulting fees of $45,000 (2002 - $Nil), and shared office
           costs of $22,535 (2002 - $12,425) to a company controlled by an officer and director of the Company.
     d)  Paid or accrued management fees of $26,000 (2002 - $ Nil ), corporate finance fees of $87,259 (2002 - $10,000), and
           general consulting fees of $22,829 (2002 - $ Nil ) to a company controlled by an officer and director of the Company.
     e)   Paid or accrued management fee of $24,750 (2002 - $Nil) to a director of the Company.
     f)   Paid or accrued administration fees included in general and office expenses of $25,450 (2002 - $3,750) to a company
           controlled by a director of the Company.
     g)  On June 24, 2003, an officer and director of the Company exercised 350,000 fully vested stock options in a cashless
           exercise. The stock was trading at a price of $2.85 per share, and the exercise prices was $1.00 per share, resulting in an
            issuance of 227,193 shares of common stock and a related stock-based compensation expense of $647,500.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of
consideration established and agreed to by the related parties.

9.   Accounts payable - related parties, as at September 30, 2003

	September 30, 2003	December 31, 2002
Marshalsea Hydraulics Limited Ifield Technology Ltd. Balco Holdings Inc. MCSI Consulting Services Inc. Primary Ventures Corp. Clive Bowen	$   64,140 34,788 3,799 17,925 3,098         5,451	$   47,508 72,314 2,257 30,039 17,500         -
	$  129,201	$  169,618

10.   Selling, General and Administrative

	Cumulative Amounts From Inception on January 6, 2000 to September 30, 2003	Three Months Ended		Nine Months Ended
		September 30,    September 30, 2003              2002		September 30,    September 30, 2003              2002
EXPENSES    Advertising and promotion    Business development    Contractor and consulting fees    Investor relations    Management fees    Office and general    Professional fees    Rent    Salaries and benefits    Stock-based compensation    Travel and related	$         42,252 40,047 337,088 335,397 656,899 198,878 400,271 61,111 304,591 845,500 289,546	$       2,393 40,047 34,219 24,360 113,023 (6,704) 133,579 5,773 25,778 80,000 24,268	$     42,980 - -    - -    - -    - -    - -    65,710 - -    - -    - -    - -	$       17,241 40,047 222,972 139,873 235,139 66,034 231,217 18,408 74,128 759,500 68,427	$       42,980 - -    248,425 - -    - -    114,471 77,052 - -    134,421 - -    - -
Total expenses	$   3,514,580	$   476,736	$   108,690	$ 1,872,986	$     617,349

Financial Statement Presentation:

	Cumulative Amounts From Inception on January 6, 2000 to September 30, 2003	Three Months Ended		Nine Months Ended
		September 30,   September 30, 2003              2002		September 30,   September 30, 2003              2002
EXPENSES Incurred with non-related parties Incurred with related parties	$   1,845,908 1,668,672	$   296,906 179,830	$   60,699 47,991	$    795,877 1,077,109	$   488,350 128,999
Total expenses	$  3,514,580	$   476,736	$ 108,690	$ 1,872,986	$   617,349

11.    SEGMENTED INFORMATION

         The Company operates in one business segment being the development of stored hydraulic energy propulsion technology.
         The Company's operations are conducted primarily in three geographic segments being the United Kingdom ("UK"), the
         United States of America ("USA") and Canada. No sales were generated during the nine months ended September 30,
         2003 whereas sales during the comparable period in fiscal 2002 totaled $22,432, all to one customer.

	Three Months Ended		Nine Months Ended
	September 30,   September 30, 2003              2002		September 30,   September 30, 2003              2002
Sales    Canada    UK    USA Depreciation    Canada    UK    USA Income (loss)    Canada    UK    USA Total assets    Canada    UK    USA	$             -    - -                   -    $             -    $             -    109,171           250  $   109,421  $ (287,263) (513,254)      (67,954) $ (868,471)	$            -    - -                  -    $            -    $            -    3,643                -    $      3,643  $            -    (4,574) (107,759) $(112,333)	$               -    - -                    -    $               -    $               -    143,408  750  $     144,158  $(1,407,183) (921,391) (94,818) $(2,423,392) $     500,595  605,688          18,135  $  1,124,418	$             -    - -            22,432  $      22,432  $              -    10,435                  -    $      10,435  $              -    (358,165) (262,974) $  (621,139) $              -    418,490      261,210  $    779,700

12.    SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

         Significant non-cash transactions for the period ended September 30, 2003 consisted of:

         On June 4, 2003, the Company issued 50,000 shares of common stock as compensation to a consultant in consideration for
         services rendered at a price of $0.69 per share for a total of $34,500 in consulting expenses.

         On June 24, 2003, an officer and director of the Company exercised 350,000 vested stock options in a cashless exercise.
         The stock was trading at a price of $2.85 per share, and the exercise price was $1.00 per share, resulting in an issuance of
         227,192 shares and stock-based compensation expense of $647,500.

EX-2

SHEP TECHNOLOGIES INC.
QUARTERLY REPORT - FORM 51-901F
For the Quarter Ended September 30, 2003
(All amounts expressed in United States Dollars, unless otherwise stated)

SHEP TECHNOLOGIES INC.
("The Company")


SCHEDULE A: FINANCIAL STATEMENTS

See attached unaudited consolidated financial statements and the notes to the unaudited statements for the quarter
ended September 30, 2003.


SCHEDULE B: SUPPLEMENTARY INFORMATION

All amounts in the unaudited consolidated financial statements and in this Form 51-901F are stated in United States
Dollars, unless otherwise explicitly stated.

1.     Analysis of expenses and deferred costs.

        See attached unaudited consolidated financial statements and the notes to the unaudited statements for the
        quarter ended September 30, 2003.

2.     Related party transactions.

        See attached unaudited consolidated financial statements and the notes to the unaudited statements for the
        quarter ended September 30, 2003.

3.     Summary of securities issued and options granted during the period:

        a)   Summary of securities issued during the quarter:

              On September 8, 2003, the Company completed a private placement consisting of 400,000 units at a price
              of $1.00 per unit for gross proceeds of $400,000. Each unit consists of one share of common stock and
              one-half of one non-transferable share purchase warrant whereby each whole warrant entitles the holder to
              acquire one additional share of common stock at a price of $1.25 per share for a period of one year. The
              Company incurred $45,000 of share issuance costs associated with the private placement.

              On July 15, 2003, the Company completed a private placement consisting of 384,615 units at a price of
              $1.30 per unit for gross proceeds of $500,000. Each unit consists of one share of common stock and one-
              half of one non-transferable share purchase warrant whereby each whole warrant entitles the holder to
              acquire one additional share of common stock at a price of $1.50 per share for a period of one year. The
              Company incurred $62,500 of share issuance costs associated with the private placement.

        b)   Summary of stock options granted during the quarter:

              There were no stock option grants during the quarter.

4.     Summary of securities as at the end of the reporting period:

        a)   Description of authorized share capital including number of shares for each class, dividend rates on
              preferred shares and whether or not cumulative redemption and conversion provisions:

              See attached unaudited consolidated financial statements and the notes to the unaudited statements for the
              quarter ended September 30, 2003.

        b)   Number and recorded value for shares issued and outstanding:

              See attached unaudited consolidated financial statements for the quarter ended September 30, 2003.

        c)   Description of options, warrants and convertible securities outstanding, including any number or amount,
              exercise or conversion price and expiry date, and any recorded value:

        A summary of stock options outstanding at September 30, 2003 is as follows:

	Outstanding Options			Exercisable Options
Exercise Price	Number	Weighted Average Remaining Contractual        Life	Weighted Average Exercise     Price	Number	Weighted Average Exercise    Price
$1.00	1,525,000	5.3 years	$ 1.00	1,116,666	$ 1.00

A summary of warrants outstanding at September 30, 2003 follows:

As of September 30, 2003, the following warrants are outstanding:

        511,333 warrants exercisable at a price of $1.25 per share expiring March 12, 2004
           (extended 6 months during the quarter, from September 12, 2003 to March 12, 2004).
        122,834 warrants exercisable at a price of $1.25 per share expiring February 28, 2004.
        294,118 warrants exercisable at a price of $1.25 per share expiring April 3, 2004.
        219,299 warrants exercisable at a price of $1.25 per share expiring May 23, 2005.
        307,018 warrants exercisable at a price of $1.25 per share expiring June 11, 2005.
        192,308 warrants exercisable at a price of $1.50 per share expiring July 15, 2004.
        200,000 warrants exercisable at a price of $1.25 per share expiring September 7, 2004.

As of September 30, 2003, the following convertible securities are outstanding:

        Convertible securities - none.

        d)   Number of shares in each class of shares subject to escrow or pooling agreements:

        There were no shares subject to escrow or pooling arrangements at September 30, 2003.


5.      Names of the directors and officers as at the date this report was signed and filed.

Directors:






Officers: Bowen, Clive A.- Director
Burke, Malcolm P.- Director
Evans, W. Ray- Director
Humphrey, Peter R.- Director
Loy, Betty Anne- Director
Moore, Tracy A.- Director

Burke, Malcolm P.- President and CEO
Moore, Tracy A.- Chief Financial Officer and Secretary
Brown, Robert K. - Chief Technology Officer

SHEP TECHNOLOGIES INC.
QUARTERLY REPORT - FORM 51-901F
For the Quarter Ended September 30, 2003
(All amounts expressed in United States Dollars, unless otherwise stated)

SHEP TECHNOLOGIES INC.
("The Company")


SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS

Overview

The Company's results include the accounts of the SHEP Technologies Inc. a Yukon corporation and its direct and
indirect wholly-owned subsidiaries: SHEP Limited, an Isle of Man corporation; SHEP Technology, Inc., a Maine
corporation; SHEP Technologies, Inc., a Delaware corporation, and SHEP Technologies (UK), Inc. an English
corporation.

Operating and Financial Review and Prospects

The following discussion and analysis of the financial condition and operating results of the interim period ended
September 30, 2003 and should be read in conjunction with the financial statements and related notes attached. (See
Financial Statements.) These are the results of our business acquired as at September 12, 2002, which for generally
accepted accounting principles in the United States of America, require that the historical comparative results of the
accounting acquirer become the results of the legal parent (previously Inside Holdings Inc.).

Our business is in the development stage and has limited revenues in its last two fiscal years. In the past, we have
acquired necessary capital through the limited issuance of common shares, increasing indebtedness and through
advances from related parties. There is no assurance that these sources will continue to be available in future
operating periods.

Operating Results

SALES. Sales reflect revenue generated from the sale of prototype units. In the three and nine months ended
September 30, 2003, we did not generate any sales. In the three and nine months ended September 30, 2002, we
generated sales of $Nil and $22,400 respectively. Sales revenue in the comparative period related to transactions
with a single customer; we have not generated any other sales revenue since we completed the work under that
contract.

COST OF GOODS SOLD. Our cost of goods sold represents the cost of direct labor and materials consumed to
earn sales revenue. Since we did not generate any sales in the nine months ended September 30, 2003, we did not
incur any cost of sales. In the three and nine months ended September 30, 2003, we incurred costs of goods sold of
$Nil and $16,800 respectively.

DEPRECIATION AND AMORTIZATION. We record depreciation on our capital assets and amortization
expense on our capitalized patent costs. In the three and nine months ended September 30, 2003, we recorded
depreciation and amortization expense of $109,400 and $144,200 respectively. In the comparative periods, we
recorded depreciation and amortization expense of $3,600 and $10,400 for the three and nine months ended
September 30, 2002. The increase in expense reflects equipment purchases made in the latter half of last year.
Furthermore, in the current fiscal quarter, we reviewed the valuation of patents pending. We concluded that, given
uncertainty regarding the ability to generate revenues from these intangible assets, that we should record a charge of
$85,000 to bring the net book value of intangible assets to zero.

RESEARCH AND DEVELOPMENT. Research and development expense reflects contract fees paid to develop
our technology. Research and development expense was $280,300 for the three months ended September 30, 2003
and $400,600 for the nine months ended September 30, 2003. We did not incur any research and development
expense in the nine months ended September 30, 2002. The majority of research and development expense pertains
to payments made to one contractor, Pi Technology.


SELLING, GENERAL AND ADMINISTRATIVE. Our selling, general and administrative expenses consist
primarily of management and consulting fees, salaries and benefits, travel and professional frees. Starting in late
2002, we also incurred investor relations expense. Our selling, general and administrative expenses incurred with
unrelated parties was $296,900 for the three months ended September 30, 2003, compared to $60,700 for the
comparative period. Our selling, general and administrative expenses incurred with unrelated parties were $795,900
for the nine months ended September 30, 2003, compared to $488,400 for the comparative period in 2002.

We incurred $179,800 of selling general and administrative expenses with related parties in the three months ended
September 30, 2003, compared to $48,000 in the comparative period. We incurred $1,077,100 of selling, general
and administrative expenses with related parties in the nine months ended September 30, 2003, up from $129,000 in
the corresponding period in the previous fiscal year. The primary reason for the increase was that we incurred stock-
based compensation expense of $759,500.

Apart from the stock-based compensation expense, our selling general and administrative costs increased in
aggregate due to the added filing and reporting costs and investor relations expense with associated our status as a
public company. We also undertook more activity in the current period associated with corporate finance, legal,
audit and filing fees associated with private placements and research and development project administration.

INTEREST INCOME. We earn interest income from surplus funds on deposit. Interest income for the nine months
ended September 30, 2003 was $200 compared to $1,000 for the nine months ended September 30, 2002. Interest
income earned in the three months ended September 30, 2003 and 2002 was insignificant.

INTEREST EXPENSE. We incur interest expense on a loan payable. Our interest expense for the three and nine
months ended September 30, 2003 was $2,000 and $5,900 respectively. We did not incur any interest expense in the
nine months ended September 30, 2002.

Liquidity and Capital Resources
As at September 30, 2003, our total cash was $575,800, our working capital was $345,300, and our stockholders'
equity was $375,900. Since inception, we have incurred cumulative losses of $4,286,000. We have been actively
seeking new investment to further operations. In the current fiscal year we have closed private placements
aggregating $2,098,400 to address short-term operating requirements. We are actively pursuing more significant
investments from a number of possible private placement sources.

Our Company is in the development stage and expects to remain in the development stage for the current operating
year. We do not expect to generate cash flow from operations in the present year.

We have planned capital expenditures in the form of development of a UK prototype platform vehicle for the next
12 months amounting to $2,300,000. At this time we are continuing discussions with a number of potential sources
of funding for this and for other operating requirements in the current operating year, although there are currently no
agreements, commitments or understandings with respect to any financing.

In the nine months ended September 30, 2003, our operations consumed $1,567,100. Our net loss of $2,423,400 was
partially offset by depreciation and amortization of $144,200 and by non-cash stock-based compensation of
$794,000. Our working capital consumed $81,900, for net cash consumed by operations of $1,567,100. The increase
in working capital related to funds held in trust to fund salaries payable to our prospective CEO and to an increase in
the balance of prepaid expenses associated with prepayments for development work. In the nine months ended
September 30, 2002, our operations consumed $777,800.

We did not have any investing activities in the nine months ended September 30, 2003, but we spent $59,700 on
machinery and equipment and $80,300 on intangible assets in the nine months ended September 30, 2002. These
expenditures were offset by cash of $382,000 acquired on purchase of subsidiaries.

In the nine months ended September 30, 2003, we generated $2,098,400 from financing activities. Of this amount,
$2,098,400 was from the sale of equity securities, $11,000 from related party advances and $40,000 was generated
from a loan. In the nine months ended September 30, 2002, we generated $795,100 from financing activities.

Changes in foreign exchange rates reduced our cash balance by $300.

In total, our cash and cash equivalents increased by $571,500 to $575,800.

In 2002, our business was funded by related party advances and advances from what is now the legal parent of
SHEP Limited, SHEP Technologies Inc. (previously Inside Holdings Inc.).

In advance of SHEP Limited's acquisition by Inside Holdings Inc., SHEP Limited's founding shareholders
advanced to SHEP Limited an additional $678,200, $504,300 of which was subsequently forgiven. Inside Holdings
Inc. advanced a further $471,900 to SHEP Limited in advance of its acquisition of SHEP Limited. In addition to
these sources of funds, on October 30, 2002, we (formerly Inside Holdings Inc.) closed a private placement of
$967,000, selling an additional 1,289,332 shares of our stock. $917,000 of these funds were advanced to Inside
Holdings Inc. in advance of the SHEP Limited acquisition, and $471,935 of these funds were advanced to SHEP
Limited in advance of its acquisition Inside Holdings Inc. A further bridge loan of $60,000 was advanced to us just
prior to December 31, 2002 to continue to fund operations to year-end.

As a result of the combination of SHEP Limited and SHEP Technologies Inc. (previously Inside Holdings Inc.) and
various equity transactions, the majority of the loans used to fund operations have been forgiven or are eliminated on
consolidation. The one remaining obligation, other than accounts payable and accrued liabilities incurred in the
ordinary course of business, is a loan of $100,000 that is due on the earlier of (1) January 31, 2004; and (2) when we
raise equity financing of more than $1,000,000.

At September 30, 2003, we had a cash balance of $575,800, and working capital of $345,300. Our current working
capital is not sufficient to meet our business operating objectives. Our ability to satisfy projected working capital
requirements is entirely dependent upon our ability to secure additional funding through public or private sales of
securities, including equity securities. There is no assurance that we will be able to secure the necessary capital on
terms acceptable to us or at all.