This research examines the dynamics and the attitude control of a spacecraft by shifting mass distribution within the system. The behavior and use of conventional attitude control actuators are already fully developed and are performing at the present time. However, the advantage of shifting mass distribution concept can allow for completing three-axis attitude control, saving fuel, and extending a satellite's life. Shifting mass between fuel tanks changes the center-of-mass of the system, which in turns changes the moments of inertia of the system, which then ultimately can change the attitude of the system. A simple structure is used to demonstrate this concept and preliminary results are presented.