U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                      FORM 10-KSB/A


X  Annual report under Section 13 or 15(d) of the
Securities Exchange Act
of 1934

For the fiscal year ended December 31, 1999

Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from __________ to ___________

Commission file number          # 0-28927
                            ----------------
              Shaw International, Inc.
---------------------------------------------------------
     (Name of Small business Issuer in Its Charter)

           Delaware                             33-0850014
---------------------------------            ----------------------
  (State or Other Jurisdiction of              (IRS Employer
  Incorporation or Organization)             Identification No.)

  6025 South Eaton Lane, Littleton, Colorado     80123
-------------------------------------------------------------------
 (Address of Principal Executive Offices)      (ZIP Code)

                         (303) 798-2980
-------------------------------------------------------------------
        (Issuer's Telephone Number, Including Area Code)


Securities to be Registered under Section 12(b) of the Act:

     Title of Each Class              Name of Each Exchange
                                       On Which Registered


Securities to be Registered under Section 12(g) of the Act:

       Common Stock


Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports ),
and (2) has been subject to such filing requirements for the past 90 days

    Yes   X          No
       ----            ----
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements, incorporated by reference in Part III of this Form
10KSB or any amendment to this Form 10-KSB.  X
                                            ---
 Issuer's revenues for its most recent fiscal year.
                         None
                      ---------


Number of shares outstanding of common equity, as of April 1, 2000.
5,230,000 shares
-----------------


                                 PART I


     ITEM 1  DESCRIPTION OF BUSINESS
     --------------------------------


     General

         Shaw International, Inc. ("the Company") was incorporated in the
State of Delaware on January 19, 1999. The Company  is in the business of
using current technology for Environmental Safety Kits to be utilized in oil
spills. The Issuer is in the process of researching environmentally safe
alternatives utilizing recyclable materials such as waste wood pellets, wood
shavings and other products that would improve absorbency

Mission

The mission of the Company is to create a profit by selling its Marine and
Trucking spill cleanup kits via wholesale and retail outlets as well as sales
people selected by the Company. The Company will strive to offer the most
effective, yet highly compact spill kits on the market, at a fair price.

Product

The Company initially intends to manufacture two types of spill kits - a
pleasure boat marine spill kit and a kit for commercial road transport
vehicles. The spill kits will be compact and effective against most oil
spills. They can be carried like a large duffle bag and labeled "Emergency
Spill Kit". Items in the kits include: environmentally safe and disposable
sorbent in bags, oil-only absorbent HD pads, waterproof gloves, bilge
cleaner, towels for absorbency, plugging compound for fuel tanks or vessel
exteriors, bags,  brooms, shovel, etc. The Company believes with the tougher
environmental laws, the demand for this type of product will increase
dramatically.

Manufacturing

The products to be incorporated into the spill kits can be purchased in large
quantities at  cost saving levels for quantities. The space required to put
together the finished spill kits is modest and could be performed in a
500-600 sq. ft. warehouse. Sufficient space is available at present and the
decision to expand will be based on price and logistics. Proximity to Fed Ex
or Purolator location is important for ease of shipping.

The Company is negotiating with a large safety supply company to have the
carrying cases made up and labeled. This would allow purchase of the other
items as finished products and an assembly line technique for assembly of the
final product.


Marketing

The marketing plan includes making available  the product in several wholesale
suppliers' lines, to marinas, boat manufacturers and sales outlets as well as
fueling stations,  bulk plants, and wholesale cardlocks (truck stops).  Any
outlet which services the marine or trucking industry could potentially be a
supplier of this product.

The Company currently does not operate a website but plans to construct one
at a later date which would include charging ability via credit card for
purchases as well as an informational source.

It is strongly felt that this product or similar products will become a
legislated 	necessity at some point as environmental laws become more
stringent. The Company is positioning itself for this potentially expanding
industry.

Competition

Although many spill kits are on the market, any that have been researched by
the Company appear to have inadequate amounts of materials for most
emergency situations, nor have they been custom designed for real spills and
real situations. The Company's kit contents have been determined by seasoned
professionals who have participated, organized and controlled real spill
cleanups.

The price of the kit will be approximately $95.00 complete. The cost of
manufacture including labor will be approximately $60.00 with a gross profit
of $35.00 per kit. These costs can be reduced with build up of volume. This
price is competitive with other products yet is more effective.

Suppliers

The suppliers of the components were selected on the basis of best price,
product and availability of materials which comprise the spill kits. At this
time there is an ample supply of the components and suppliers required for
these kits.


Governmental Regulations



The Company, to the best of its knowledge, knows of no government
regulations in regard to its product.

ITEM  2.   DESCRIPTION OF PROPERTY

The Company owns no real property.  The Company is provided sufficient space
to due its present business by the president of the Company.  In the near
future the Company will be looking for its own space.  The Company expects to
have no problems finding the space it needs at prices which it can afford..

ITEM 3.  LEGAL PROCEEDINGS
---------------------------
None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
------------------------------------------------------------
None.

                               PART II


ITEM  5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------
Title of Class                          Number of Record Holders

           Common                                  36

There is, as of the date of filing, no public market in any class of stock
of the Company.


ITEM  6.   MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
-------------------------------------------------------------------


Plan of Operation
-----------------

The Business Plan for the issuer over the next 12 months is to work the
Company toward production of two types of Spill Kits. The issuer plans to rent
warehouse space, order supplies in bulk from wholesale suppliers and
produce the finished products for sale at outlets established during that
period. Supply costs will be streamlined during this period, as well as labor
costs. Financing will be arranged as required during this period. The Company
will attempt to raise the needed capital by the sale of its securities in
private placements.  At present there is no specific plan or timetable.  It is
anticipated that a small 500-600 sq, ft, warehouse will be adequate to carry
on the operation over the next year of business. Accounts will be established
with wholesale suppliers to guarantee component supply for our production
line. It is anticipated that sales will grow in an orderly fashion
over the next year. An Internet website for sales and information is being
considered but has not been established or committed to at this time.


ITEM 7.  FINANCIAL STATEMENTS.

                       SHAW INTERNATIONAL, INC.
                    (A DEVELOPMENT STAGE COMPANY)

                        FINANCIAL STATEMENTS
                         February 14, 1999
                         December 31, 1999

                        TABLE OF CONTENTS


INDEPENDENT AUDITORS REPORT                                1

BALANCE SHEET                                              2

STATEMENT OF OPERATIONS                                    3

STATEMENT OF STOCKHOLDERS' EQUITY                          4

STATEMENT OF CASH FLOWS                                    5

NOTES TO FINANCIAL STATEMENTS                              6-7

<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ____________________________

Board Of Directors                                     February 15, 2000
Shaw International, Inc.
Littleton, Colorado

I have audited the Balance Sheets of Shaw International, Inc. (A Development
Stage Company), as of February 15, and December 31, 1999, and the related
Statements of Operations, Stockholders, Equity and Cash Flows for the period
January 1, 2000, to February 14, 2000 and the period January 19, 1999,
(inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Shaw International, Inc. (A
Development Stage Company), as of February 14, 2000, and December 31, 1999,
and
the results of its operations and cash flows for the period January 1, 2000,
to February 14, 2000, and the period January 19, 1999, (inception) to December
31, 1999, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #3 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are also described
in Note #3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

  BARRY L. FRIEDMAN
--------------------
Barry L. Friedman
Certified Public Accountant

                             -1-

                             SHAW INTERNATIONAL, IN
                         (A Development Stage Company)

                                BALANCE SHEET

                                   ASSETS
                                            February       December
                                            14, 2000       31, 1999
CURRENT ASSETS
Cash                                        $8,518         $  10,193
                                            -------        ---------
TOTAL CURRENT ASSETS                        $8,518         $  10,193
                                            -------        ----------
OTHER ASSETS                                $    0         $       0
                                            ------         ---------
TOTAL OTHER ASSETS                          $    0         $       0
                                            ------         ---------

TOTAL ASSETS                                $8,518         $   10,193
                                            ------         ----------

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                         $    0         $        0
                                            ------         ----------
TOTAL CURRENT LIABILITIES                   $    0         $        0
                                            ------         ----------

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value
authorized 20,000,000 shares
issued and outstanding at
February 14, 2000 - None                    $   0

Common stock, $.0001 par value
authorized 80,000,000 shares;
issued and outstanding at
December 31, 1999-5, 230,000 Shares                        $   523
February 14, 2000-5, 230,000 Shares           523

Additional paid-in capital                  23,477         $23,477

Deficit accumulated during
developmental stage                        -15,482         -13,807
                                            ------         -------

TOTAL STOCKHOLDER'S EQUITY                 $ 8,518         $ 10,193
                                            ------         -------

                 TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                     $ 8,518         $ 10,193
                                           =======         ========

The Accompanying notes are an integral part of these financial statements.
                                    -2-


                       STATEMENT OF OPERATIONS

                                                           Jan. 19,
                             Jan 1,         Jan. 19       (inception)
                             Feb. 14,       1999 to
                             2000           Dec. 31,       to Feb. 14,
                                            1999           2000

INCOME
       Revenue

                             $     0       $      0        $        0

EXPENSES

Accounting Expense           $  1,000      $  1,000        $    2,000
Bank Expense                       0             17                17
Bookkeeping Expense                0            800               800
Consulting                         0            500               500
Filing Fees                       58            193               251
Legal Expense                      0          3,500             3,500
Offering Expense                   0            835               835
Office Expense                   480          6,162             6,642
Transfer Fees                    137            500               637
Travel                             0            300               300

TOTAL EXPENSES               $ 1,675       $ 13,807           $ 15,482

NET LOSS                    $ -1,675       $-13,807           $-15,482

Weighted average
number of common
shares outstanding          5,230,000     5,178,300           5,183,94

Net Loss
Per Share                   $ - .0003       $-.0027           $-.0030

The Accompanying notes are an integral part of these financial statements.
                             -3-


                  STATEMENT OF STOCKHOLDERS' EQUITY

                                                             Deficit
                                                             accumulated
                                                             during
                     Common     Stock     Additional         development
                     Shares     Amount    paid-in capital    stage

January 19, 1999
issued for cash      5,000,000  $  500    $    500           $      0

April 7, 1999
issued from
sale of private        230,000      23      22,977
placement
(Note #1)

Net Loss,
January 19, 1999
(inception) to                                               -13,807
December 31, 1999    --------  ----       -------            --------
                    =================================================

Balance
December 31, 1999   5,230,000   $  523    $ 23,477           -13,807

Net Loss January
1, 2000 to
February 14, 2000                                            - 1,675
                    ------------------------------------------------

Balance,
February 15, 2000   5,230,000      523      23,477           -15,482
                   -------------------------------------------------

The Accompanying notes are an integral part of these financial statements.
                             -4-


                       STATEMENT OF CASH FLOWS

                                                                 Jan. 19,
                                   Jan 1,         Jan. 19       (inception)
                                   Feb. 14,       1999 to
                                   2000           Dec. 31,       to Feb. 14,
                                                  1999           2000

Cash Flows from
Operating Activities
Net Loss                           $ -1,675      $-13,807        $-15,482

Changes in assets and
liabilities
Increase in current Liabilities           0             0               0

Cash Flows from
Operating Activities                $-1,675      $-13,807       $ -15,482

Cash Flows from
Investing Activities                      0             0               0

Cash Flows from
Financing Activities
Issuance of common stock for cash         0       +24,000         +24,000

Net Decrease in cash               $ -1,675      $+10,193        $ +8,518

Cash, beginning of period            10,193             0               0

Cash, end of period                 $ 8,518       $10,193          $8,518

The Accompanying notes are an integral part of these financial statements.
                             -5-

NOTES TO FINANCIAL STATEMENTS
February 14, 2000, and December 31, 1999

NOTE 1  - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized January 19, 1999, under the laws of the State of
Delaware, as Shaw International, Inc.  The Company has no operations and in
accordance with SFAS #7, the Company is considered a development stage
company.

On January 19, 1999, the Company issued 5,000,000 shares of it's $0.0001 par
value common stock for cash of $1,000.00.

On April 7, 1999, the Company completed a public offering that was offered
without registration under the Securities Act of 1933, as amended (The "Act"),
in reliance upon the exemption from registration afforded by sections 4(2) and
3(b) of the Securities Act and Regulation D promulgated thereunder.  The
Company sold 230,000 shares of common stock at a price of $0.10 per share for
a total amount raised of $23,000.

NOTE 2  - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1.  The Company uses the accrual method of accounting.
2.  In April, 1998, the American Institute of Certified Public Accountant's
issued Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of
Start-Up Activities" which provides guidance on the financial reporting of
start-up costs and organization costs.  It requires costs of start-up
activities and organization costs to be expensed as incurred.  SOP 98-5 is
effective for fiscal years beginning after December 15, 1998, with initial
adoption reported as the cumulative effect of a change in accounting
principle.
3.  Earnings per share is computed using the weighted average number of shares
of common stock outstanding.
4.  The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
5.  The Company has adopted a year end of December 31.

NOTE 3  - GOING CONCERN

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company has no current source of revenue.  Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern.  It is management's plan to seek additional
capital through a merger with an existing operating company.

                             -6-


                        SHAW INTERNATIONAL, INC.
                      (A Development Stage Company)

                  NOTES TO FINANCIAL STATEMENTS CONTINUED
                  February 14, 2000, and December 31, 1999

NOTE 4  - RELATED PARTY TRANSACTION

The Company neither owns or leases any real or personal property.  Office
services are provided without charge by a director.  Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities.  If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests.  The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 5  - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares
of common or preferred stock

                             -7-<PAGE>


ITEM  8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURES

      None.


                             PART III


ITEM  9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
--------------------------------------------------
AND CONTROL PERSONS; Compliance With Section 16(a) of the Exchange Act.
------------------------------------------------------------------------
A.    The Directors and Officers of the Company, all of whose terms will
expire one year from their election, or at such a time as their successors
shall be elected and qualified are as follows:


NAME AND ADDRESS       AGE         POSITION                DATE ELECTED

Gary A. Stannell                President, Secretary,          1/19/99
                                Treasurer & Director

Stewart A. Jackson              Director                       1/19/99


Resumes of the Directors and Officers of the Company are:


Gary A. Stannell has been a Director of the Company since January 19, 1999.
Between 1993 and 1995 he was employed by Autogas Propane Ltd.  He was in
charge of merchandising and supply of products for the Provence of British
Columbia, Canada.  Since 1995 Mr. Stannell has been President and CEO of
Stannell Petroleum Ltd.("Stannell Ltd").  Stannell Ltd is a supplier of Marine
and  Aviation fuels.  Stannell Ltd operates a truck stop and fueling facility
at the Vancouver International Airport located in Richmond, B.C., Canada.
Stannell has had 28 years in the petroleum industry with extensive experience
and training in cleanup and preparedness. Timely means to deal with spills is
of utmost importance and products at your disposal can effectively reduce the
impact on the environment and the safety of others. Such prompt action it is
believed would be considered Due Diligence by government entities and any
fines levied would be reduced or waived if these precautions had been
exercised.

Steward A. Jackson, Phd  has been a Director of the Company since January 19,
1999. Since 1987 Dr. Jackson has been an independent consultant for the
mineral industry. Dr. Jackson has 37 years experience in the mineral
industry.  Dr. Jackson earned his doctor's degree in Stratigraphy and Economic
Geology from the University of Alberta, Canada in 1969.


ITEM  10.   EXECUTIVE COMPENSATION

A.  None of the officers or directors receives or has received any
remuneration from the Company.

B.  There is no annuity, pension or retirements benefit proposed to be paid to
officers, directors or employees of the Company in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or
contributed to by the Company or any of its subsidiaries, if any.

C.  No remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director under any plan which is
presently existing. No options have been granted. The Company has not decided
when and in what circumstances it will start paying officers and directors.

ITEM  11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the Common Stock
ownership as of December 31, 1999, of each officer, director and who is known
to the Company as management or to be the beneficial owner of more than five
percent of the Company's Common Stock. As of December 31, 1999 there were
5,230,000 common shares outstanding.

Name and Address              Amount and Nature of       Percent Ownership
of Beneficial Owner           Beneficial Ownership


Gary A. Stannell              5,000,000  (Direct)        96%
11540 95th Avenue
Delta, B.C.
Canada V4C 3T2


1.      Unless otherwise indicated, the named party is believed to be the sole
investor and have voting control of the shares set forth in the above table.
Based on 5,230,000 outstanding shares on December 31, 1999.


ITEM  12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
---------------------------------------------------------

On January 19, 1999 the Company issued 5,000,000 shares of its common stock to
its president, Gary A. Stannell, for at total payment of $1,000.


ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K

(a)  3(i) Articles of incorporation*
       (ii) By-laws*
     11. Computation of per share earnings.*
     23. Consent of Barry L. Friedman, P.C.
     27. Financial Data Schedule*

* Incorporated by reference to filing 10SB12G/A filed March 2, 2000.

(b) There are no reports on 8-K

                                  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   SHAW INTERNATIONAL, INC.

                                      GARY A. STANELL
                                      ----------------
Date: 10/13/2000                  By  Gary A. Stanell