UNITED STATES
                      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): September 14, 2006



                              Shadow Marketing Inc.
                        --------------------------------
             (Exact name of registrant as specified in its charter)


    Nevada                         333-131168                   Pending
- ----------------                ----------------           ------------------
(State or other                   (Commission                (IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)

1823 West 7th Avenue, Suite 210
Vancouver, British Columbia, Canada                          V6J 5K5
- ------------------------------------------------------      ---------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:    604-805-6340
                                                      --------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.

[_] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR240.14d-2(b))

[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
    (17 CFR240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR240.13e-4(c))









ITEM 4.01  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On July 21, 2006, Moen & Company, Chartered Accountants ("Moen") ceased business
operations  and  resigned  as  our independent accountants .  Moen's audit
report  on  our financial statements  for  the  period  from  our  inception  on
September 19, 2003 to June 30, 2004, and for the fiscal year ended June 30, 2005
did not contain an adverse opinion or disclaimer of opinion, nor was it modified
as to uncertainty,  audit  scope,  or  accounting principles. Furthermore, there
were no disagreements between us and Moen relating to the fiscal periods audited
or any subsequent interim period through  to  the  date  that  the  firm  ceased
operations.

The Report of Independent Registered Public Accounting Firm that Moen issued  on
the  financial  statements  for  the periods from our inception on September 19,
2003 to June 30, 2004 and for the fiscal year ended June 30, 2005 did express an
opinion that there was substantial  doubt  as  to  our  ability to continue as a
going concern.

There were no disagreements with Moen on any matter of accounting  principles or
practices, financial statement disclosure or auditing scope or procedure,  which
if  not resolved to its satisfaction, would have caused it to make reference  to
the subject  matter  of  the  disagreement in connection with its report and its
review of our interim financial  statements  for the periods ended September 30,
2005, December 31, 2005 and March 31, 2006.

We engaged Michael T. Studer, C.P.A., P.C. ("Studer")  as  our  new  independent
accountant  on September 14, 2006. We did not consult with Studer prior  to  the
date of engagement  regarding the application of accounting principles, the type
of audit opinion that might be rendered by it any other similar matter.

The decision to change accountants was approved by our Board of Directors.

Exhibits:

 16.1 Letter from Moen & Company, LLP. to the U.S. Securities and Exchange
      Commission


                                   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
undersigned hereunto duly authorized.

                                      Shadow Marketing Inc.
                                      a Nevada corporation

                                      /s/  Chris Paterson
                                      By:____________________________
					 Chris Paterson, Director



DATED:  October 6 , 2006