SecProbe.io

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Mail Stop 3561

      July 21, 2005

Michael Eyre
c/o Val-U-Corp Services, Inc.
1802 North Carson Street, Suite 212
Carson City, Nevada 89701

	Re: 	Shepard Inc.
      Amendment No. 2 to Registration Statement on Form SB-2
      Filed July 7, 2005
		File No. 333-124632

Dear Mr. Eyre:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
Feel
free to call us at the telephone numbers listed at the end of this
letter.

Description of Business, page 18
1. We read your response to comment 11 from our letter dated June
2,
2005.  Please give specific examples of possible conflicts that
might
arise between your business interests and those of Mr. Macdonald
as
indicated in the second paragraph of page 19.

Financial Statements

Statement of Operations, page 31
2. We read your response to comment 17 from our letter dated June
2,
2005.  Earnings or loss per share should be rounded to the nearest
cent in order not to imply a greater degree of precision than
exists.
Please tell us why you rounded your loss per share to $0.01
instead
of $0.00.  Additionally, on page 40 you do not round loss per
share
for the three months ended March 31, 2005 to the nearest cent.
Please revise your filing accordingly.

2. Summary of Significant Accounting Policies

d) Foreign Currency Translation, page 35
3. We read your response to comment 18 from our letter dated June
2,
2005.  Please revise your disclosure to clarify, if true, that
gains
or losses on foreign currency transactions, not translation, are
included in the statement of operations.  Also, disclose the
aggregate foreign exchange transaction gain or loss included in
net
income for each period presented.  Refer to paragraph 30 of SFAS
52.

Exhibit 5
4. We read your response to comment 20 from our letter dated June
2,
2005.  Your response to comment 20 and the disclaimer in the last
sentence of the first paragraph of the legal opinion seem to
contradict disclosure in the subsequent paragraphs of the opinion
stating that counsel has reviewed the registration statement.
Please
revise or advise.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact David Digiacomo, Staff Accountant, at (202)
551-3319 or George Ohsiek, Senior Staff Accountant, at (202) 551-
3843, if you have questions regarding comments on the financial
statements and related matters.  Please contact Howard Baik,
Attorney-Advisor, at (202) 551-3371, David Mittelman, Legal Branch
Chief at (202) 551-3214, or me at (202) 551-3725 with any other
questions.

      							Sincerely,

      							H. Christopher Owings
      Assistant Director

cc:	Michael Eyre
	Shepard Inc.
	Fax:  (604) 688-8872
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Michael Eyre
Shepard Inc.
July 21, 2005
Page 1

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