SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 20, 2002 Shadows Bend Development, Inc. ----------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Nevada 87-0617649 ----------------------------------------------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation) 200 Lafayette Street, Suite 750, Baton Rouge, LA 70801 ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (225) 343-7811 ----------------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Clyde Bailey, PC, has audited our balance sheets as of December 31, 2000 and the related statements of operations, statement of stockholders' equity and the statements of cash flows for the years ended December 31, 2001 and 2000 and from inception (January 20, 2000) to December 31, 2001. Such financial statements accompanied our Form 10-KSB for the year ended December 31, 2001 and were filed with the Securities and Exchange Commission on April 18, 2002. The report of Clyde Bailey, PC on such financial statements did not contain an adverse opinion. Our Board of Directors approved the dismissal of Clyde Bailey, PC and we dismissed Clyde Bailey, PC on May 3, 2002. Ham, Langston & Brezina, LLP, Certified Public Accountants of Houston, Texas, was appointed by the Company on May 3, 2002, to audit our financial statements for our quarter ended March 31, 2002. During our two most recent fiscal years and the subsequent interim period preceding their appointment as independent accountants, neither the Company nor anyone on its behalf consulted Ham, Langston & Brezina, L.L.P. regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, nor has Ham, Langston & Brezina, L.L.P. provided to the Company a written report or oral advice regarding such principles or audit opinion. During our two most recent fiscal years and any subsequent interim period preceding the date of dismissal, there were no disagreements between Clyde Bailey, PC and us, whether resolved or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved, would have caused them to make reference to the subject matter of the disagreement in connection with their reports. We have provided Clyde Bailey, PC with a copy of the disclosure provided under this caption of this Report, and advised it to provide us with a letter addressed to the Securities and Exchange Commission as to whether it agrees or disagrees with the disclosures made herein. Their response is filed with this Amended Form 8-K as Exhibit 16.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements None (c) Exhibits 16.1 Letter on change in certifying accountant SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Shadows Bend Development, Inc. Dated: May 20, 2002 By: /s/ -------------------------------------- Michael W. Sciacchetano, President, Director and Principal Financial Accounting Officer May 20, 2002 By: /s/ --------------------------------------- Alvin Gautreaux, Director and Secretary