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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 ~~APRIL~~May 2926, 2004 ----------------------------------

SHEP TECHNOLOGIES INC.

------------------------------------------
(Translation of registrant's name into English)

Suite ~~880~~504, ~~609~~595 ~~Granville~~Howe 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____~~ 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 News Release and Material Change Report dated ~~April~~May 2926, 2004 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. Document -------------------------~~-------------------~~ 99.a News ~~Release~~release dated ~~April~~May 2926, 2004 99.b Material Change Report dated May 26, 2004

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.

Malcolm P. Burke

----------------------------------------- Name: Malcolm P. Burke Title: President and CEO Date: ~~April~~May 2926, 2004

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