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.
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             (Exact name of Registrant as specified in its Charter)


                 Nevada                               87-0617649
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     (State or other jurisdiction          (IRS Employer Identification No.)
          of incorporation)


             200 Lafayette Street, Suite 750, Baton Rouge, LA 70801
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        (Address of principal executive offices)               (Zip Code)


                                 (225) 343-7811
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              (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/

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                             Michael  W.  Sciacchetano,  President,
                             Director and Principal Financial Accounting Officer


        May 20, 2002         By:  /s/

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                             Alvin Gautreaux, Director and Secretary