UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): August 16, 2005


                             Knight Fuller, Inc.
--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)

                                   Delaware
                              --------------------
                (State or other Jurisdiction of Incorporation)

           333-87968                                     45-0476087
---------------------------------             ---------------------------------
    (Commission File Number)                  (I.R.S. Employer Identification
                                                          Number)
       3407 Winona Avenue
      Burbank, California                                  91504
---------------------------------             ---------------------------------
(Address of Principal Executive                          (Zip Code)
            Offices)

                                 818-559-4333
                   ------------------------------------------
                        (Registrant's telephone number,
                             including area code)
                       190 North Canon Drive, Suite 420
                        Beverly Hills, California 90210
                   ------------------------------------------
        (Former name or former address, if changed since last report.)


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: (See General Instruction 1.2 below.)

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Cautionary Notice Regarding Forward-Looking Statements

      We desire to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. This Report on Form 8-K contains a
number of forward-looking statements that reflect management's current views and
expectations with respect to our business, strategies, products, future results
and events and financial performance. All statements made in this Report other
than statements of historical fact, including statements that address operating
performance, events or developments that management expects or anticipates will
or may occur in the future, including statements related to distributor
channels, volume growth, revenues, profitability, new products, adequacy of
funds from operations, statements expressing general optimism about future
operating results and non-historical information, are forward-looking
statements. In particular, the words "believe," "expect," "intend," "
anticipate," "estimate," "may," "will," variations of such words, and similar
expressions, identify forward-looking statements, but are not the exclusive
means of identifying such statements, and their absence does not mean that the
statement is not forward-looking. These forward-looking statements are subject
to certain risks and uncertainties, including those discussed below. Our actual
results, performance or achievements could differ materially from historical
results as well as those expressed in, anticipated or implied by these
forward-looking statements. We do not undertake any obligation to revise these
forward-looking statements to reflect any future events or circumstances.

      Readers should not place undue reliance on these forward-looking
statements, which are based on management's current expectations and projections
about future events, are not guarantees of future performance, are subject to
risks, uncertainties and assumptions (including those described below) and apply
only as of the date of this Report. Our actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Item 1.01 Entry Into a Material Definitive Agreement

      Agreement and Plan of Merger

      On August 17, 2005, Knight Fuller, Inc. ("we" or "KF") acquired
CenterStaging Musical Productions, Inc., a California corporation
("CenterStaging"), through a reverse triangular merger (the "Merger") of KF
Merger Sub, Inc., a wholly owned subsidiary of KF formed for this purpose
("Merger Sub"), with and into CenterStaging. The Merger was effected pursuant to
an Agreement and Plan of Merger, also entered into on August 17, 2005 (the
"Merger Agreement"), by and among KF, CenterStaging, Merger Sub, the four
principal shareholders of CenterStaging, Johnny Caswell, Howard Livingston,
Roger Paglia and Jan Parent (collectively, the "CS Principal Shareholders"),
Opus International, LLC, a Maryland limited liability company and principal
stockholder of KF ("Opus"), and Zirk Engelbrecht ("Engelbrecht"). CenterStaging
was the surviving corporation in the Merger and became our wholly owned
subsidiary, and Merger Sub disappeared.

      Prior to the Merger, all of the outstanding shares of Series A Preferred
Stock of KF (the "Series A Preferred") were converted into shares of KF common
stock at the rate of 20,000 shares of KF common stock for each share of Series A
Preferred, or a total of 1,620,000 shares of common stock. Following the
conversion and immediately prior to the Merger, KF had outstanding 5,524,004
shares of common stock.

      Pursuant to the Merger Agreement, the eight shareholders of CenterStaging
received 20,000 shares of KF common stock for each share of CenterStaging common
stock they held, or an aggregate of 42,480,000 shares of KF common stock. These
shares represent approximately 88.5% of the 48,004,004 shares of KF common stock
outstanding immediately following the Merger. As a result of the Merger, the
shareholders of CenterStaging acquired control of KF, and for financial
reporting purposes CenterStaging will be deemed to be the acquiror in the
Merger. The Company will account for the transaction as a reverse merger for
financial reporting purposes. As a result, for financial reporting purposes
CenterStaging will be the deemed the acquiror and KF will be deemed the acquired
company and our fiscal year will be the fiscal year of CenterStaging (July 1
through June 30).



                                       2
<PAGE>

      The CS Principal Shareholders constitute all of the directors and
executive officers of CenterStaging and owned approximately 87% of the
outstanding CenterStaging common stock immediately prior to the Merger. All of
the executive officers of KF have resigned and been replaced by the CS Principal
Shareholders, and all of the directors of KF have resigned and have been or will
be replaced by the CS Principal Shareholders. (See Item 5.02.)

      In connection with the Merger, KF assumed the outstanding convertible
promissory notes of CenterStaging (the "Convertible Notes"), with an outstanding
principal amount of approximately $7 million. The Convertible Notes bear
interest at the rate of 10% per annum and are due and payable on December 31,
2005 unless previously converted. The Convertible Notes are convertible into
shares of KF common stock at the option of either the holder or CenterStaging,
at any time after the conversion date, at 50% of the market price as of the
conversion date, subject to a minimum and maximum number of shares issuable. The
conversion date is the 20th trading day following the Merger or, if KF
determines to effect a reverse stock split, the 20th trading date following the
reverse stock split, but in no event later than 120 days from the date of the
Merger (December 15, 2005). We presently anticipate that we will cause the
Convertible Notes to be converted, in full, at or as promptly as practicable
following the conversion date.

      In connection with, and as a condition to the Merger, KF and Opus entered
into a Put and Sale Agreement (the "Put Agreement") under which Opus granted to
KF the option to sell to Opus all of the shares of capital stock of PayCell,
Inc. owned by KF in exchange for all indebtedness and other amounts owed by KF
to Opus as of the closing of the Merger. All of our business prior to the Merger
was conducted through PayCell and its subsidiary. (See the discussion below
under "Put and Sale Agreement.")

      The Merger Agreement contains various representations and warranties of KF
and CenterStaging. Pursuant to the Merger Agreement, Opus and Engelbrecht,
jointly and severally, have agreed to indemnify KF and the CS Principal
Shareholders, on behalf of all former CenterStaging shareholders (as such, the
"Indemnitees") from any losses they may incur arising from any liabilities of KF
prior to the closing of the Merger, any breach of any of KF's representations
and warranties contained in the Merger Agreement, and certain other matters. At
the closing of the Merger, Opus also delivered to KF 1,900,000 shares of KF
common stock owned by Opus to be held by KF in escrow for the benefit of the
Indemnitees for a period of two years following the closing. The escrowed shares
will be available to be surrendered and released to the Indemnitees to satisfy
the indemnification obligations of Opus and Engelbrecht under the Merger
Agreement. The Indemnitees' recourse to the escrowed shares will be in addition
to any other rights and remedies of the Indemnitees.

      Opus also agreed pursuant to the Merger Agreement not to sell or transfer
2,660,000 shares (which number is inclusive of the shares held in escrow) of its
KF common stock for two years following the closing of the Merger without KF's
consent, provided that during this period Opus may sell or transfer a number of
shares up to the number of shares publicly sold by the CS Principal Shareholders
during the period.

      The terms of the Merger and of the Merger Agreement were determined by
arm's-length negotiation between CenterStaging and KF. Prior to the Merger,
there were no material relationships between KF, or any of its principal
shareholders or affiliates, on the one hand, and CenterStaging, or any of its
affiliates, directors or officers, or any associate of its directors of
officers, on the other hand, except that an affiliate of Opus owns
Convertible Notes of CenterStaging with an aggregate principal amount of
$140,000.

      The issuance of shares of KF common stock in the Merger was not registered
under the Securities Act of 1933, as amended (the "Securities Act"), in reliance
upon exemptions from registration under Section 4(2) of the Securities Act and
the rules and regulations thereunder for transactions not involving a public
offering. As such, shares will be "restricted shares" under the Securities Act.



                                       3
<PAGE>

      Put and Sale Agreement

      As described above, as part of and in connection with the Merger, KF
entered into the Put Agreement with Opus under which KF has the option, at its
election, to sell to Opus all of the capital stock of PayCell, Inc., a
wholly-owned subsidiary of KF, in exchange for all indebtedness and other
amounts owed to Opus and its affiliates and associates as of the closing of the
Merger. As of the closing, KF owed Opus and its affiliates and associates a
total of approximately $860,000. The option may be exercised by KF upon notice
to Opus at any time on or before the first anniversary of the closing date of
the Merger. Englebrecht has guaranteed the performance by Opus of its
obligations under the Put Agreement. All of the accounts payable and accrued
liabilities of KF as of the closing of the Merger (which were approximately
$155,000 as of June 30, 2005) are obligations of PayCell, and thus if KF
exercises the put option, such liabilities will no longer be reflected on the
consolidated balance sheet of KF.

      Executive Employment Agreements

      In connection with the Merger and as provided in the Merger Agreement, KF
has agreed to become party to the amended and restated employment agreements
each of the CS Principal Shareholders has with CenterStaging. (See Item 5.02 for
a description of those agreements.)

      Business of CenterStaging

      CenterStaging is engaged primarily in: (i) providing production and
support services for live musical performances at major televised award shows
such as the Academy Awards and the GRAMMY Awards, and other televised shows and
events, such as the SuperBowl halftime show and presidential inaugurations; (ii)
renting its studio facilities to musicians for rehearsal, production and
recording; and (iii) renting musical instruments and related equipment for use
at its studios and other venues. Each of these segments of its business is
related to and supports the other segments.

      Johnny Caswell and Jan Parent began CenterStaging in 1980, and
incorporated the business in 1993. They were the sole owners, directors and
executive officers until 2004 when Roger Paglia and Howard Livingston joined
CenterStaging and became shareholders.

      CenterStaging believes that for more than the past several years it has
provided the production support and services for the live musical performances
at most if not all major televised award shows produced in the United States.
These have included the Academy Awards (since 1980), the GRAMMY Awards (since
1998), the Academy of Country Music Awards (since 1980), the American Music
Awards (since 1980), the Billboard Awards, the Blockbuster Awards, the Cable Ace
Awards, the Chicano Music Awards, the Essence Awards, the Golden Globe Awards,
the MTV Music Awards, the MTV Movie Awards, the NAACP Image Awards, the Soul
Train Music Awards, the VH-1 Fashion Awards and the VH-1 Honors. It also
provides these services for other televised events, such as the SuperBowl
halftime show (since 2001), presidential inaugurations (since 1997), the Jerry
Lewis Telethon (since 1980) and television shows, including (in 2005) the David
Letterman Show, the Today Show, the Tonight Show and the Conan O'Brien Show.

      CenterStaging's studio facilities are used by high profile and well known
musicians. Recording artists who have used our musical facilities since June 30,
2004 include Aerosmith, Aaliyah, Babyface, Backstreet Boys, Britney Spears,
Beck, Bjork, Blink 182, Bono, Celine Dion, Christina Aguilera, Elton John, Eric
Clapton, Guns n' Roses, James Taylor, Janet Jackson, Jennifer Lopez, Jessica
Simpson, Moby, No Doubt, Paul McCartney, Red Hot Chili Peppers, Snoop Doggy
Dogg, Tony Bennett, Usher, U2, Whitney Houston and XzBit.

      CenterStaging rents musical equipment, including musical instruments and
technical and production equipment, to musicians, production companies, record
companies, broadcast companies, managers and touring companies. The equipment is
used for rehearsals in-house at its studios as well as for performances at
concerts or other live events, such as award and television shows. It maintains
an inventory of over 10,000 instruments, much of which is state of the art and
of the highest quality, including electric guitars, acoustic guitars, bass
guitars, guitar amplifiers, bass guitar amplifiers, speakers, keyboards, pianos,
electronic drums, acoustic drum kits, cymbals, consoles, speaker enclosures,
microphones and outboard processing equipment. We believe we have one of the
largest, if not the largest, selection of musical instruments for rental to
professional musicians and recording artists in the United States, from vintage
pieces to the most current.

                                       4
<PAGE>

      CenterStaging recently formed a new division, rehearsals.com, to produce
and distribute original high definition digital video content of musicians and
recording artists at its studios as they rehearse, give clinics and record. This
original digital content will provide a behind-the-scenes perspective of
recording artists, capturing candid, unscripted interactions among those artists
and the music they play. CenterStaging intends to distribute this original
content worldwide, primarily through third party distribution channels, such as
the Internet, television, cable providers, video, DVD, and pay-per-view.

      CenterStaging has recently commenced negotiations with recording artists
and their representatives, publishers and record labels for agreements that
would permit CenterStaging to record their rehearsals and distribute the
content. CenterStaging is also in the process of negotiations with various
third-party distribution channels for the distribution of the content. As of
this date, CenterStaging has none of these agreements in place. As this is a
start-up business, we can give no assurance that this business will be
successful.

      CenterStaging's principal facility is located near the Bob Hope Airport in
Burbank, California and occupies an aggregate of more than 200,000 square feet
of space. The facility is comprised of its executive and administrative offices,
warehouse space for its inventory of musical instruments and equipment, one
soundstage, eleven studios, editing rooms and a high-definition broadcast
center.

      This facility is also the location for rehearsals.com. CenterStaging has
equipped six of its studios in Burbank, California with high definition audio
and video recording capabilities, and building a state-of- the-art broadcast
center adjacent to these studios. The broadcast center will serve as a hub to
view, edit and produce the recorded material.

      CenterStaging has a secondary facility, known as CenterStaging East, that
is strategically located midway between New York City and Philadelphia, in
Bensalem, Pennsylvania. This facility occupies approximately 6,000 square feet
of space and includes one studio.

                                    * * *

      The foregoing descriptions of the terms of the Merger Agreement, the Put
Agreement and the CenterStaging Convertible Notes and related documents and
agreements do not purport to be complete statements of the parties' rights and
obligations under those documents and agreements, and are qualified in their
entirety by reference to the definitive documents and agreement, copies of which
are filed as exhibits to this Report.

Item 2.01 Completion of Acquisition or Disposition of Assets

      The Merger Agreement described in Item 1.01, above, was signed and the
Merger thereunder completed on the same date, August 17, 2005. The information
in Item 1.01 above is hereby incorporated by reference in response to this Item
2.01.

Item 3.02 Unregistered Sales of Equity Securities

      As described in Item 1.01 above, KF issued 42,480,000 shares of KF common
stock in the Merger to the eight former shareholders of CenterStaging. These
shares were issued by KF in reliance upon exemption from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder, as each
of these shareholders is an "accredited investor" as defined in Regulation D. KF
used no general advertising or general solicitation to solicit these persons,
and KF imposed appropriate limitations on resale of the shares they received.



                                       5
<PAGE>

Item 5.01   Changes in Control of Registrant

      As described in Item 1.01 above, the shares of KF common stock issued in
the Merger to the former shareholders of CenterStaging represent approximately
88.5% of our outstanding common stock immediately following the Merger. As a
result of the Merger, the CenterStaging shareholders acquired control of KF.

      The following table sets forth information immediately following the
Merger regarding the KF common stock beneficially owned by each former
CenterStaging shareholder who owns beneficially more than 5% of the outstanding
KF common stock. Subject to applicable community property laws, to our
knowledge, each person identified in the table has sole voting and investment
power with respect to the shares shown as beneficially owned. The address of
each beneficial owner is c/o CenterStaging Musical Productions, Inc., 3407
Winona Avenue, Burbank, California 91504. The percent ownership shown in the
table is based upon 48,004,004 shares of KF common stock outstanding immediately
following the Merger.

                                Amount and Nature
                                  of Beneficial
 Name                               Ownership           Percent
 -----------------------------  -------------------   -------------
 Johnny Caswell..............       11,100,000           23.1%
 Jan Parent..................       11,100,000           23.1%
 Roger Paglia................        7,400,000           15.4%
 Howard Livingston...........        7,400,000           15.4%
 The Roberts Family Bypass           3,000,000            6.2%
    Trust....................


Item 5.02   Departure of Directors or Principal Officers; Election of
            Directors; Appointment of Principal Officers

      Concurrently with the closing of the Merger on August 17, 2005, Ronald
Pienaar resigned as the President and a director of KF, and Stephen Hallock
resigned as KF's Chief Financial Officer. Mr. Hallock, as the sole remaining
director of KF, concurrently appointed Roger Paglia to fill the vacancy on the
board of directors created by Mr. Pienaar's resignation.

      Stephen Hallock has also resigned as director, effective as of the
conclusion of the 10-day waiting period from the date of mailing of an
Information Statement to the KF shareholders informing them of a change in a
majority of the directors as required by Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 of the Securities and Exchange Commission
thereunder. 2005, KF intends to mail this Information Statement to the KF
shareholders in the near future. Following the effectiveness of Mr. Hallock's
resignation, it is intended that the Board of Directors will be expanded to four
members and that Johnny Caswell, Howard Livingston and Jan Parent will be
appointed to fill the three vacancies.

      As described in Item 1.01 above, immediately following the Merger, Messrs.
Paglia, Caswell, Parent and Livingston also were appointed as all of the
executive officers of KF.

      The following table identifies our directors and executive officers
following the effectiveness of the resignation of Mr. Hallock as director and
the appointment of Messrs. Caswell, Livingston and Parent as directors:



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<PAGE>

Name               Age    Position
-----------------  -----  ------------------------------------
Roger Paglia        53    Director, Chief Executive Officer
                          and Secretary
Johnny Caswell      64    Director and President
Jan Parent          49    Director and Senior Executive Vice
                          President
Howard              46    Director and Chief Financial
Livingston                Officer


      Roger Paglia joined CenterStaging in 2004 as its Vice President. He became
the Chief Executive Officer in March 2005. With over twenty-five years as an
entertainment industry executive, Mr. Paglia has worked in both the music and
motion picture industries. As a music publisher and record producer, Mr. Paglia
served as president of international music publishing companies and directed the
record production activities at a major entertainment company. He also founded
PEC Worldwide Services, which specialized in motion picture film distribution,
music distribution, post-production services and fulfillment services. PEC's
clientele included all of the Walt Disney Companies, (i.e., Touchstone Pictures,
Hollywood Pictures, Buena Vista Worldwide, Hollywood Records, Buena Vista Music
Publishing), Aaron Spelling Productions, Sony/Tristar/Columbia Pictures,
Lorimar, ABC and NBC. Most recently, Mr. Paglia founded Media and Entertainment,
a publicly traded company, where he held the position of chairman and chief
executive officer.

      Johnny Caswell is one of the founders of CenterStaging, and has served as
a director and Vice President of CenterStaging since its inception. He became
its President in March 2005.

      Jan Parent is one of the founders of CenterStaging, and has served as a
director and its President from its inception until March 2005, when he became
its Senior Executive Vice President.

      Howard Livingston joined CenterStaging in November 2004, as its Chief
Financial Officer. He has more than 20 years of executive experience in the
entertainment, distribution and manufacturing sectors. Prior to joining
CenterStaging, Mr. Livingston was a senior financial executive for Warner Bros.
where he played an important role in a wide variety of strategic and operating
initiatives and various strategic joint ventures and corporate transactions. He
was a key member of the executive committee that was responsible for the
roll-out of the DVD format and the "Direct to Retail" distribution initiatives.
Mr. Livingston is a certified public accountant

      There are no family relationships between any of our officers and
directors.

      Employment Agreements

      Pursuant to the Merger Agreement, KF has agreed to become party to amended
and restated employment agreements each of the executive officers has with
CenterStaging. The agreements will each expire on June 30, 2010, unless
extended. In this regard, the term of each employment agreement will be extended
automatically by one year on each anniversary of the agreement unless either
party otherwise notifies the other. Under the agreements, the executive officers
are entitled to the following:

      o     An annual base salary of $425,000 for each of Messrs. Caswell and
            Parent in fiscal 2006 and $330,000 for each of Messrs. Paglia and
            Livingston, to be increased annually, as determined by the board of
            directors in fiscal 2006, but never by less than 10% a year;

      o     An annual bonus of not less than 25% of base salary;

      o     Medical, dental and vision insurance, reimbursement of personal
            legal and accounting services up to $5,000 per year, club membership
            fees and dues, and term life insurance;

      o     Retirement benefits payable to the executive for the duration of his
            life, if he retires after the later to occur of age 55 or June 30,
            2009, of: (i) a monthly payment of 1/24th of the executive officer's
            highest year's annual salary and bonus during his employment, which
            payment may be deferred for up to one year if CenterStaging's
            weighted average available cash for a month is less than
            $10,000,000; and (ii) continuation of medical, dental, vision, term
            life and other insurance benefits;



                                       7
<PAGE>

      o     If the executive's employment terminates at the end of the specified
            term, the executive is not entitled to any severance, but if the
            executive is 55 or older, the executive will be entitled to receive
            the retirement benefits described above;

      o     If the executive's employment terminates by reason of disability,
            the executive is entitled to continuation of salary, bonus and
            benefits until the earlier of the end of the specified term or
            executive's death, reduced by any disability payments received under
            disability insurance maintained by CenterStaging;

      o     If the executive's employment is terminated by executive other than
            for good reason or by CenterStaging for cause, executive shall not
            be entitled to any severance benefits (although if executive
            terminates after June 30, 2009, such termination will be treated as
            retirement for purposes of retirement benefits);

      o     If the executive's relationship with KF is terminated by KF without
            "cause," or executive's relationship with KF is terminated by
            executive for "good reason," executive shall be entitled to receive
            until the earlier to end of the specified term or executive's death,
            continuation of salary, bonus and benefits, and shall be entitled to
            the retirement benefits specified above, commencing at the later of
            the end of the specified term or the date executive becomes 55; and

      o     If executive's employment terminates as a result of a "change of
            control," executive shall be entitled to (i) a lump sum payment
            equal to the salary and minimum bonus that would have been payable
            through the end of the specified term; (ii) a continuation of
            medical, dental, vision, disability and life insurance benefits; and
            (iii) commencing on the later to occur of the executive's reaching
            the age of 55 or the end of the specified term, retirement benefits
            described above.

      Certain Transactions

      In 1997 CenterStaging borrowed $670,500 from Jan and Johnny, Inc. ("JJ"),
a corporation wholly owned by Johnny Caswell and Jan Parent. The loan is
evidenced by a note bearing interest at the rate of 6% per annum. Interest does
not compound and accrues and becomes payable at the maturity of the note in
September 2012. As required by generally accepted accounting principles,
CenterStaging uses the effective interest method of valuing the note and accrued
interest, which totaled $982,283 as of June 30, 2005. The effective interest
rate on this note is approximately 4.37% per annum.

      In 2000 CenterStaging borrowed an additional $75,000 from each of Johnny
Caswell and Jan Parent. These loans are evidenced by notes bearing interest at
the rate of 10% per annum. As of June 30, 2005, the outstanding principal amount
of each of these loans was $51,094, and principal and interest are due and
payable on September 1, 2005.

      In 2001, CenterStaging borrowed $25,000 from each of Johnny Caswell and
Jan Parent. These loans are evidenced by one-year notes bearing interest at the
rate of 9.6% per annum payable monthly. These have been renewed annually and are
now due and payable in November 2005.



                                       8
<PAGE>

      In February 2005, JJ loaned to CenterStaging an additional $700,000. This
loan is evidenced by a note bearing interest at the rate of 9% per annum and
maturing in February 2015.

      In July 2005, Jan Parent loaned $75,000 to CenterStaging. This loan is
evidenced by a note bearing interest at the rate of 9% per annum due and payable
in 2010.

      CenterStaging leases some of its soundstages and a warehouse facility from
JJ. The lease provides for monthly payments of $31,500 in the year ending June
30, 2005 with a 5% escalation clause, expires in 2008, and contains a renewal
option for an additional five years. Rent expense under this lease was $378,000
for the year ended June 30, 2005.

      CenterStaging has a facilities management contract with JJ pursuant to
which CenterStaging manages and maintains the soundstages and warehouse it
leases from JJ. This agreement's term coincides with the lease. In the year
ended June 30, 2005, CenterStaging recognized fees of approximately $147,000
under the facilities management contract.

      In February 2005, CenterStaging guaranteed a loan (the "Facility Loan") in
the amount of $3.15 million made to JJ and secured by the warehouse and
soundstage facility leased by JJ to CenterStaging. The Facility Loan requires
monthly payments of principal and interest based on a 25-year amortization
schedule and is due and payable in February 2010. Of the proceeds of this loan,
JJ used $1.6 million to pay off the existing loan on this facility (which loan
had been guaranteed by CenterStaging) and loaned $700,000 to CenterStaging, as
described above.

      As of June 30, 2005, CenterStaging had advanced $175,662 to CenterStaging
Las Vegas, LLC, an entity in which Johnny Caswell has a less than 25% ownership
interest. The advances were made primarily to accommodate expansion and other
financing needs of this entity. Such advances bear no interest and are due on
demand. Johnny Caswell has guaranteed repayment of this advance.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

      As a result of the Merger, our fiscal year was automatically changed to
the fiscal year of CenterStaging (July 1 through June 30).

Item 8.01   Other Events

      We have changed the location of our principal executive offices to 3407
Winona Avenue, Burbank, California, 91504, which also is the location of
CenterStaging's principal executive offices.

Item 9.01   Financial Statements and Exhibits

      (a)   Financial Statements of Businesses Acquired.

      (b)   Pro Forma Financial Information.

      The financial statements and pro forma financial information required by
Rule 3-05(b) of Regulation S-X will be filed by an amendment to this Report by
no later than October 27, 2005.

      (c)   Exhibits.

      The following exhibits are filed as part of this Report:



                                       9
<PAGE>

Exhibit
Number      Description
----------  --------------------------------------------------------------------
2.1         Agreement and Plan of Merger, dated as of August 17, 2005, among
            Knight Fuller, Inc., CenterStaging Musical Productions, Inc., KF
            Merger Sub, Inc., and the other parties identified therein, and
            Agreement of Merger dated August 17, 2005.
10.1        Put and Sale Agreement, dated as of August 17, 2005, between
            Knight Fuller, Inc. and Opus International, LLC.
10.2        Form of Convertible Promissory Notes of CenterStaging Musical
            Productions, Inc assumed by Knight Fuller, Inc
10.3        Assumption Agreement, dated as of August 17, 2005, by KF with
            respect to the Convertible Promissory Notes of CenterStaging Musical
            Productions, Inc.
10.4        Amended and Restated Letter Agreement, between Jan Parent and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of November 8, 2004.
10.5        Amended and Restated Letter Agreement, between Johnny Caswell and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of November 8, 2004.
10.6        Amended and Restated Letter Agreement, between Roger Paglia and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of April 1, 2004.
10.7        Amended and Restated Letter Agreement, between Howard Livingston
            and CenterStaging Musical Productions, Inc., a California
            corporation, dated as of April 1, 2004.






                                       10
<PAGE>

                                  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.

Date: August 19, 2005                KNIGHT FULLER, INC.


                                     By:  /s/ Roger Paglia
                                          -------------------------------------
                                          Roger Paglia, Chief Executive Officer






                                       11
<PAGE>

                              INDEX TO EXHIBITS

Exhibit
Number      Description
----------  --------------------------------------------------------------------
2.1         Agreement and Plan of Merger, dated as of August 17, 2005, among
            Knight Fuller, Inc., CenterStaging Musical Productions, Inc., KF
            Merger Sub, Inc., and the other parties identified therein, and
            Agreement of Merger dated August 17, 2005.
10.1        Put and Sale Agreement, dated as of August 17, 2005, between
            Knight Fuller, Inc. and Opus International, LLC.
10.2        Form of Convertible Promissory Notes of CenterStaging Musical
            Productions, Inc assumed by Knight Fuller, Inc
10.3        Assumption Agreement, dated as of August 17, 2005, by KF with
            respect to the Convertible Promissory Notes of CenterStaging Musical
            Productions, Inc.
10.4        Amended and Restated Letter Agreement, between Jan Parent and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of November 8, 2004.
10.5        Amended and Restated Letter Agreement, between Johnny Caswell and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of November 8, 2004.
10.6        Amended and Restated Letter Agreement, between Roger Paglia and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of April 1, 2004.
10.7        Amended and Restated Letter Agreement, between Howard Livingston
            and CenterStaging Musical Productions, Inc., a California
            corporation, dated as of April 1, 2004.



                                       12
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UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): August 16, 2005

                             Knight Fuller, Inc.
--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)

                                   Delaware
                              --------------------
                (State or other Jurisdiction of Incorporation)

           333-87968                                     45-0476087
---------------------------------             ---------------------------------
    (Commission File Number)                  (I.R.S. Employer Identification
                                                          Number)
       3407 Winona Avenue
      Burbank, California                                  91504
---------------------------------             ---------------------------------
(Address of Principal Executive                          (Zip Code)
            Offices)

                                 818-559-4333
                   ------------------------------------------
                        (Registrant's telephone number,
                             including area code)
                       190 North Canon Drive, Suite 420
                        Beverly Hills, California 90210
                   ------------------------------------------
        (Former name or former address, if changed since last report.)

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: (See General Instruction 1.2 below.)

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Cautionary Notice Regarding Forward-Looking Statements

      We desire to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. This Report on Form 8-K contains a
number of forward-looking statements that reflect management's current views and
expectations with respect to our business, strategies, products, future results
and events and financial performance. All statements made in this Report other
than statements of historical fact, including statements that address operating
performance, events or developments that management expects or anticipates will
or may occur in the future, including statements related to distributor
channels, volume growth, revenues, profitability, new products, adequacy of
funds from operations, statements expressing general optimism about future
operating results and non-historical information, are forward-looking
statements. In particular, the words "believe," "expect," "intend," "
anticipate," "estimate," "may," "will," variations of such words, and similar
expressions, identify forward-looking statements, but are not the exclusive
means of identifying such statements, and their absence does not mean that the
statement is not forward-looking. These forward-looking statements are subject
to certain risks and uncertainties, including those discussed below. Our actual
results, performance or achievements could differ materially from historical
results as well as those expressed in, anticipated or implied by these
forward-looking statements. We do not undertake any obligation to revise these
forward-looking statements to reflect any future events or circumstances.

      Readers should not place undue reliance on these forward-looking
statements, which are based on management's current expectations and projections
about future events, are not guarantees of future performance, are subject to
risks, uncertainties and assumptions (including those described below) and apply
only as of the date of this Report. Our actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Item 1.01 Entry Into a Material Definitive Agreement

      Agreement and Plan of Merger

      On August 17, 2005, Knight Fuller, Inc. ("we" or "KF") acquired
CenterStaging Musical Productions, Inc., a California corporation
("CenterStaging"), through a reverse triangular merger (the "Merger") of KF
Merger Sub, Inc., a wholly owned subsidiary of KF formed for this purpose
("Merger Sub"), with and into CenterStaging. The Merger was effected pursuant to
an Agreement and Plan of Merger, also entered into on August 17, 2005 (the
"Merger Agreement"), by and among KF, CenterStaging, Merger Sub, the four
principal shareholders of CenterStaging, Johnny Caswell, Howard Livingston,
Roger Paglia and Jan Parent (collectively, the "CS Principal Shareholders"),
Opus International, LLC, a Maryland limited liability company and principal
stockholder of KF ("Opus"), and Zirk Engelbrecht ("Engelbrecht"). CenterStaging
was the surviving corporation in the Merger and became our wholly owned
subsidiary, and Merger Sub disappeared.

      Prior to the Merger, all of the outstanding shares of Series A Preferred
Stock of KF (the "Series A Preferred") were converted into shares of KF common
stock at the rate of 20,000 shares of KF common stock for each share of Series A
Preferred, or a total of 1,620,000 shares of common stock. Following the
conversion and immediately prior to the Merger, KF had outstanding 5,524,004
shares of common stock.

      Pursuant to the Merger Agreement, the eight shareholders of CenterStaging
received 20,000 shares of KF common stock for each share of CenterStaging common
stock they held, or an aggregate of 42,480,000 shares of KF common stock. These
shares represent approximately 88.5% of the 48,004,004 shares of KF common stock
outstanding immediately following the Merger. As a result of the Merger, the
shareholders of CenterStaging acquired control of KF, and for financial
reporting purposes CenterStaging will be deemed to be the acquiror in the
Merger. The Company will account for the transaction as a reverse merger for
financial reporting purposes. As a result, for financial reporting purposes
CenterStaging will be the deemed the acquiror and KF will be deemed the acquired
company and our fiscal year will be the fiscal year of CenterStaging (July 1
through June 30).

                                       2
The CS Principal Shareholders constitute all of the directors and
executive officers of CenterStaging and owned approximately 87% of the
outstanding CenterStaging common stock immediately prior to the Merger. All of
the executive officers of KF have resigned and been replaced by the CS Principal
Shareholders, and all of the directors of KF have resigned and have been or will
be replaced by the CS Principal Shareholders. (See Item 5.02.)

      In connection with the Merger, KF assumed the outstanding convertible
promissory notes of CenterStaging (the "Convertible Notes"), with an outstanding
principal amount of approximately $7 million. The Convertible Notes bear
interest at the rate of 10% per annum and are due and payable on December 31,
2005 unless previously converted. The Convertible Notes are convertible into
shares of KF common stock at the option of either the holder or CenterStaging,
at any time after the conversion date, at 50% of the market price as of the
conversion date, subject to a minimum and maximum number of shares issuable. The
conversion date is the 20th trading day following the Merger or, if KF
determines to effect a reverse stock split, the 20th trading date following the
reverse stock split, but in no event later than 120 days from the date of the
Merger (December 15, 2005). We presently anticipate that we will cause the
Convertible Notes to be converted, in full, at or as promptly as practicable
following the conversion date.

      In connection with, and as a condition to the Merger, KF and Opus entered
into a Put and Sale Agreement (the "Put Agreement") under which Opus granted to
KF the option to sell to Opus all of the shares of capital stock of PayCell,
Inc. owned by KF in exchange for all indebtedness and other amounts owed by KF
to Opus as of the closing of the Merger. All of our business prior to the Merger
was conducted through PayCell and its subsidiary. (See the discussion below
under "Put and Sale Agreement.")

      The Merger Agreement contains various representations and warranties of KF
and CenterStaging. Pursuant to the Merger Agreement, Opus and Engelbrecht,
jointly and severally, have agreed to indemnify KF and the CS Principal
Shareholders, on behalf of all former CenterStaging shareholders (as such, the
"Indemnitees") from any losses they may incur arising from any liabilities of KF
prior to the closing of the Merger, any breach of any of KF's representations
and warranties contained in the Merger Agreement, and certain other matters. At
the closing of the Merger, Opus also delivered to KF 1,900,000 shares of KF
common stock owned by Opus to be held by KF in escrow for the benefit of the
Indemnitees for a period of two years following the closing. The escrowed shares
will be available to be surrendered and released to the Indemnitees to satisfy
the indemnification obligations of Opus and Engelbrecht under the Merger
Agreement. The Indemnitees' recourse to the escrowed shares will be in addition
to any other rights and remedies of the Indemnitees.

      Opus also agreed pursuant to the Merger Agreement not to sell or transfer
2,660,000 shares (which number is inclusive of the shares held in escrow) of its
KF common stock for two years following the closing of the Merger without KF's
consent, provided that during this period Opus may sell or transfer a number of
shares up to the number of shares publicly sold by the CS Principal Shareholders
during the period.

      The terms of the Merger and of the Merger Agreement were determined by
arm's-length negotiation between CenterStaging and KF. Prior to the Merger,
there were no material relationships between KF, or any of its principal
shareholders or affiliates, on the one hand, and CenterStaging, or any of its
affiliates, directors or officers, or any associate of its directors of
officers, on the other hand, except that an affiliate of Opus owns
Convertible Notes of CenterStaging with an aggregate principal amount of
$140,000.

      The issuance of shares of KF common stock in the Merger was not registered
under the Securities Act of 1933, as amended (the "Securities Act"), in reliance
upon exemptions from registration under Section 4(2) of the Securities Act and
the rules and regulations thereunder for transactions not involving a public
offering. As such, shares will be "restricted shares" under the Securities Act.

                                       3
Put and Sale Agreement

      As described above, as part of and in connection with the Merger, KF
entered into the Put Agreement with Opus under which KF has the option, at its
election, to sell to Opus all of the capital stock of PayCell, Inc., a
wholly-owned subsidiary of KF, in exchange for all indebtedness and other
amounts owed to Opus and its affiliates and associates as of the closing of the
Merger. As of the closing, KF owed Opus and its affiliates and associates a
total of approximately $860,000. The option may be exercised by KF upon notice
to Opus at any time on or before the first anniversary of the closing date of
the Merger. Englebrecht has guaranteed the performance by Opus of its
obligations under the Put Agreement. All of the accounts payable and accrued
liabilities of KF as of the closing of the Merger (which were approximately
$155,000 as of June 30, 2005) are obligations of PayCell, and thus if KF
exercises the put option, such liabilities will no longer be reflected on the
consolidated balance sheet of KF.

      Executive Employment Agreements

      In connection with the Merger and as provided in the Merger Agreement, KF
has agreed to become party to the amended and restated employment agreements
each of the CS Principal Shareholders has with CenterStaging. (See Item 5.02 for
a description of those agreements.)

      Business of CenterStaging

      CenterStaging is engaged primarily in: (i) providing production and
support services for live musical performances at major televised award shows
such as the Academy Awards and the GRAMMY Awards, and other televised shows and
events, such as the SuperBowl halftime show and presidential inaugurations; (ii)
renting its studio facilities to musicians for rehearsal, production and
recording; and (iii) renting musical instruments and related equipment for use
at its studios and other venues. Each of these segments of its business is
related to and supports the other segments.

      Johnny Caswell and Jan Parent began CenterStaging in 1980, and
incorporated the business in 1993. They were the sole owners, directors and
executive officers until 2004 when Roger Paglia and Howard Livingston joined
CenterStaging and became shareholders.

      CenterStaging believes that for more than the past several years it has
provided the production support and services for the live musical performances
at most if not all major televised award shows produced in the United States.
These have included the Academy Awards (since 1980), the GRAMMY Awards (since
1998), the Academy of Country Music Awards (since 1980), the American Music
Awards (since 1980), the Billboard Awards, the Blockbuster Awards, the Cable Ace
Awards, the Chicano Music Awards, the Essence Awards, the Golden Globe Awards,
the MTV Music Awards, the MTV Movie Awards, the NAACP Image Awards, the Soul
Train Music Awards, the VH-1 Fashion Awards and the VH-1 Honors. It also
provides these services for other televised events, such as the SuperBowl
halftime show (since 2001), presidential inaugurations (since 1997), the Jerry
Lewis Telethon (since 1980) and television shows, including (in 2005) the David
Letterman Show, the Today Show, the Tonight Show and the Conan O'Brien Show.

      CenterStaging's studio facilities are used by high profile and well known
musicians. Recording artists who have used our musical facilities since June 30,
2004 include Aerosmith, Aaliyah, Babyface, Backstreet Boys, Britney Spears,
Beck, Bjork, Blink 182, Bono, Celine Dion, Christina Aguilera, Elton John, Eric
Clapton, Guns n' Roses, James Taylor, Janet Jackson, Jennifer Lopez, Jessica
Simpson, Moby, No Doubt, Paul McCartney, Red Hot Chili Peppers, Snoop Doggy
Dogg, Tony Bennett, Usher, U2, Whitney Houston and XzBit.

      CenterStaging rents musical equipment, including musical instruments and
technical and production equipment, to musicians, production companies, record
companies, broadcast companies, managers and touring companies. The equipment is
used for rehearsals in-house at its studios as well as for performances at
concerts or other live events, such as award and television shows. It maintains
an inventory of over 10,000 instruments, much of which is state of the art and
of the highest quality, including electric guitars, acoustic guitars, bass
guitars, guitar amplifiers, bass guitar amplifiers, speakers, keyboards, pianos,
electronic drums, acoustic drum kits, cymbals, consoles, speaker enclosures,
microphones and outboard processing equipment. We believe we have one of the
largest, if not the largest, selection of musical instruments for rental to
professional musicians and recording artists in the United States, from vintage
pieces to the most current.

                                       4
CenterStaging recently formed a new division, rehearsals.com, to produce
and distribute original high definition digital video content of musicians and
recording artists at its studios as they rehearse, give clinics and record. This
original digital content will provide a behind-the-scenes perspective of
recording artists, capturing candid, unscripted interactions among those artists
and the music they play. CenterStaging intends to distribute this original
content worldwide, primarily through third party distribution channels, such as
the Internet, television, cable providers, video, DVD, and pay-per-view.

      CenterStaging has recently commenced negotiations with recording artists
and their representatives, publishers and record labels for agreements that
would permit CenterStaging to record their rehearsals and distribute the
content. CenterStaging is also in the process of negotiations with various
third-party distribution channels for the distribution of the content. As of
this date, CenterStaging has none of these agreements in place. As this is a
start-up business, we can give no assurance that this business will be
successful.

      CenterStaging's principal facility is located near the Bob Hope Airport in
Burbank, California and occupies an aggregate of more than 200,000 square feet
of space. The facility is comprised of its executive and administrative offices,
warehouse space for its inventory of musical instruments and equipment, one
soundstage, eleven studios, editing rooms and a high-definition broadcast
center.

      This facility is also the location for rehearsals.com. CenterStaging has
equipped six of its studios in Burbank, California with high definition audio
and video recording capabilities, and building a state-of- the-art broadcast
center adjacent to these studios. The broadcast center will serve as a hub to
view, edit and produce the recorded material.

      CenterStaging has a secondary facility, known as CenterStaging East, that
is strategically located midway between New York City and Philadelphia, in
Bensalem, Pennsylvania. This facility occupies approximately 6,000 square feet
of space and includes one studio.

                                    * * *

      The foregoing descriptions of the terms of the Merger Agreement, the Put
Agreement and the CenterStaging Convertible Notes and related documents and
agreements do not purport to be complete statements of the parties' rights and
obligations under those documents and agreements, and are qualified in their
entirety by reference to the definitive documents and agreement, copies of which
are filed as exhibits to this Report.

Item 2.01 Completion of Acquisition or Disposition of Assets

      The Merger Agreement described in Item 1.01, above, was signed and the
Merger thereunder completed on the same date, August 17, 2005. The information
in Item 1.01 above is hereby incorporated by reference in response to this Item
2.01.

Item 3.02 Unregistered Sales of Equity Securities

      As described in Item 1.01 above, KF issued 42,480,000 shares of KF common
stock in the Merger to the eight former shareholders of CenterStaging. These
shares were issued by KF in reliance upon exemption from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder, as each
of these shareholders is an "accredited investor" as defined in Regulation D. KF
used no general advertising or general solicitation to solicit these persons,
and KF imposed appropriate limitations on resale of the shares they received.

                                       5
Item 5.01   Changes in Control of Registrant

      As described in Item 1.01 above, the shares of KF common stock issued in
the Merger to the former shareholders of CenterStaging represent approximately
88.5% of our outstanding common stock immediately following the Merger. As a
result of the Merger, the CenterStaging shareholders acquired control of KF.

      The following table sets forth information immediately following the
Merger regarding the KF common stock beneficially owned by each former
CenterStaging shareholder who owns beneficially more than 5% of the outstanding
KF common stock. Subject to applicable community property laws, to our
knowledge, each person identified in the table has sole voting and investment
power with respect to the shares shown as beneficially owned. The address of
each beneficial owner is c/o CenterStaging Musical Productions, Inc., 3407
Winona Avenue, Burbank, California 91504. The percent ownership shown in the
table is based upon 48,004,004 shares of KF common stock outstanding immediately
following the Merger.

                                Amount and Nature
                                  of Beneficial
 Name                               Ownership           Percent
 -----------------------------  -------------------   -------------
 Johnny Caswell..............       11,100,000           23.1%
 Jan Parent..................       11,100,000           23.1%
 Roger Paglia................        7,400,000           15.4%
 Howard Livingston...........        7,400,000           15.4%
 The Roberts Family Bypass           3,000,000            6.2%
    Trust....................

Item 5.02   Departure of Directors or Principal Officers; Election of
            Directors; Appointment of Principal Officers

      Concurrently with the closing of the Merger on August 17, 2005, Ronald
Pienaar resigned as the President and a director of KF, and Stephen Hallock
resigned as KF's Chief Financial Officer. Mr. Hallock, as the sole remaining
director of KF, concurrently appointed Roger Paglia to fill the vacancy on the
board of directors created by Mr. Pienaar's resignation.

      Stephen Hallock has also resigned as director, effective as of the
conclusion of the 10-day waiting period from the date of mailing of an
Information Statement to the KF shareholders informing them of a change in a
majority of the directors as required by Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 of the Securities and Exchange Commission
thereunder. 2005, KF intends to mail this Information Statement to the KF
shareholders in the near future. Following the effectiveness of Mr. Hallock's
resignation, it is intended that the Board of Directors will be expanded to four
members and that Johnny Caswell, Howard Livingston and Jan Parent will be
appointed to fill the three vacancies.

      As described in Item 1.01 above, immediately following the Merger, Messrs.
Paglia, Caswell, Parent and Livingston also were appointed as all of the
executive officers of KF.

      The following table identifies our directors and executive officers
following the effectiveness of the resignation of Mr. Hallock as director and
the appointment of Messrs. Caswell, Livingston and Parent as directors:

                                       6
Name               Age    Position
-----------------  -----  ------------------------------------
Roger Paglia        53    Director, Chief Executive Officer
                          and Secretary
Johnny Caswell      64    Director and President
Jan Parent          49    Director and Senior Executive Vice
                          President
Howard              46    Director and Chief Financial
Livingston                Officer

      Roger Paglia joined CenterStaging in 2004 as its Vice President. He became
the Chief Executive Officer in March 2005. With over twenty-five years as an
entertainment industry executive, Mr. Paglia has worked in both the music and
motion picture industries. As a music publisher and record producer, Mr. Paglia
served as president of international music publishing companies and directed the
record production activities at a major entertainment company. He also founded
PEC Worldwide Services, which specialized in motion picture film distribution,
music distribution, post-production services and fulfillment services. PEC's
clientele included all of the Walt Disney Companies, (i.e., Touchstone Pictures,
Hollywood Pictures, Buena Vista Worldwide, Hollywood Records, Buena Vista Music
Publishing), Aaron Spelling Productions, Sony/Tristar/Columbia Pictures,
Lorimar, ABC and NBC. Most recently, Mr. Paglia founded Media and Entertainment,
a publicly traded company, where he held the position of chairman and chief
executive officer.

      Johnny Caswell is one of the founders of CenterStaging, and has served as
a director and Vice President of CenterStaging since its inception. He became
its President in March 2005.

      Jan Parent is one of the founders of CenterStaging, and has served as a
director and its President from its inception until March 2005, when he became
its Senior Executive Vice President.

      Howard Livingston joined CenterStaging in November 2004, as its Chief
Financial Officer. He has more than 20 years of executive experience in the
entertainment, distribution and manufacturing sectors. Prior to joining
CenterStaging, Mr. Livingston was a senior financial executive for Warner Bros.
where he played an important role in a wide variety of strategic and operating
initiatives and various strategic joint ventures and corporate transactions. He
was a key member of the executive committee that was responsible for the
roll-out of the DVD format and the "Direct to Retail" distribution initiatives.
Mr. Livingston is a certified public accountant

      There are no family relationships between any of our officers and
directors.

      Employment Agreements

      Pursuant to the Merger Agreement, KF has agreed to become party to amended
and restated employment agreements each of the executive officers has with
CenterStaging. The agreements will each expire on June 30, 2010, unless
extended. In this regard, the term of each employment agreement will be extended
automatically by one year on each anniversary of the agreement unless either
party otherwise notifies the other. Under the agreements, the executive officers
are entitled to the following:

      o     An annual base salary of $425,000 for each of Messrs. Caswell and
            Parent in fiscal 2006 and $330,000 for each of Messrs. Paglia and
            Livingston, to be increased annually, as determined by the board of
            directors in fiscal 2006, but never by less than 10% a year;

      o     An annual bonus of not less than 25% of base salary;

      o     Medical, dental and vision insurance, reimbursement of personal
            legal and accounting services up to $5,000 per year, club membership
            fees and dues, and term life insurance;

      o     Retirement benefits payable to the executive for the duration of his
            life, if he retires after the later to occur of age 55 or June 30,
            2009, of: (i) a monthly payment of 1/24th of the executive officer's
            highest year's annual salary and bonus during his employment, which
            payment may be deferred for up to one year if CenterStaging's
            weighted average available cash for a month is less than
            $10,000,000; and (ii) continuation of medical, dental, vision, term
            life and other insurance benefits;

                                       7
o     If the executive's employment terminates at the end of the specified
            term, the executive is not entitled to any severance, but if the
            executive is 55 or older, the executive will be entitled to receive
            the retirement benefits described above;

      o     If the executive's employment terminates by reason of disability,
            the executive is entitled to continuation of salary, bonus and
            benefits until the earlier of the end of the specified term or
            executive's death, reduced by any disability payments received under
            disability insurance maintained by CenterStaging;

      o     If the executive's employment is terminated by executive other than
            for good reason or by CenterStaging for cause, executive shall not
            be entitled to any severance benefits (although if executive
            terminates after June 30, 2009, such termination will be treated as
            retirement for purposes of retirement benefits);

      o     If the executive's relationship with KF is terminated by KF without
            "cause," or executive's relationship with KF is terminated by
            executive for "good reason," executive shall be entitled to receive
            until the earlier to end of the specified term or executive's death,
            continuation of salary, bonus and benefits, and shall be entitled to
            the retirement benefits specified above, commencing at the later of
            the end of the specified term or the date executive becomes 55; and

      o     If executive's employment terminates as a result of a "change of
            control," executive shall be entitled to (i) a lump sum payment
            equal to the salary and minimum bonus that would have been payable
            through the end of the specified term; (ii) a continuation of
            medical, dental, vision, disability and life insurance benefits; and
            (iii) commencing on the later to occur of the executive's reaching
            the age of 55 or the end of the specified term, retirement benefits
            described above.

      Certain Transactions

      In 1997 CenterStaging borrowed $670,500 from Jan and Johnny, Inc. ("JJ"),
a corporation wholly owned by Johnny Caswell and Jan Parent. The loan is
evidenced by a note bearing interest at the rate of 6% per annum. Interest does
not compound and accrues and becomes payable at the maturity of the note in
September 2012. As required by generally accepted accounting principles,
CenterStaging uses the effective interest method of valuing the note and accrued
interest, which totaled $982,283 as of June 30, 2005. The effective interest
rate on this note is approximately 4.37% per annum.

      In 2000 CenterStaging borrowed an additional $75,000 from each of Johnny
Caswell and Jan Parent. These loans are evidenced by notes bearing interest at
the rate of 10% per annum. As of June 30, 2005, the outstanding principal amount
of each of these loans was $51,094, and principal and interest are due and
payable on September 1, 2005.

      In 2001, CenterStaging borrowed $25,000 from each of Johnny Caswell and
Jan Parent. These loans are evidenced by one-year notes bearing interest at the
rate of 9.6% per annum payable monthly. These have been renewed annually and are
now due and payable in November 2005.

                                       8
In February 2005, JJ loaned to CenterStaging an additional $700,000. This
loan is evidenced by a note bearing interest at the rate of 9% per annum and
maturing in February 2015.

      In July 2005, Jan Parent loaned $75,000 to CenterStaging. This loan is
evidenced by a note bearing interest at the rate of 9% per annum due and payable
in 2010.

      CenterStaging leases some of its soundstages and a warehouse facility from
JJ. The lease provides for monthly payments of $31,500 in the year ending June
30, 2005 with a 5% escalation clause, expires in 2008, and contains a renewal
option for an additional five years. Rent expense under this lease was $378,000
for the year ended June 30, 2005.

      CenterStaging has a facilities management contract with JJ pursuant to
which CenterStaging manages and maintains the soundstages and warehouse it
leases from JJ. This agreement's term coincides with the lease. In the year
ended June 30, 2005, CenterStaging recognized fees of approximately $147,000
under the facilities management contract.

      In February 2005, CenterStaging guaranteed a loan (the "Facility Loan") in
the amount of $3.15 million made to JJ and secured by the warehouse and
soundstage facility leased by JJ to CenterStaging. The Facility Loan requires
monthly payments of principal and interest based on a 25-year amortization
schedule and is due and payable in February 2010. Of the proceeds of this loan,
JJ used $1.6 million to pay off the existing loan on this facility (which loan
had been guaranteed by CenterStaging) and loaned $700,000 to CenterStaging, as
described above.

      As of June 30, 2005, CenterStaging had advanced $175,662 to CenterStaging
Las Vegas, LLC, an entity in which Johnny Caswell has a less than 25% ownership
interest. The advances were made primarily to accommodate expansion and other
financing needs of this entity. Such advances bear no interest and are due on
demand. Johnny Caswell has guaranteed repayment of this advance.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

      As a result of the Merger, our fiscal year was automatically changed to
the fiscal year of CenterStaging (July 1 through June 30).

Item 8.01   Other Events

      We have changed the location of our principal executive offices to 3407
Winona Avenue, Burbank, California, 91504, which also is the location of
CenterStaging's principal executive offices.

Item 9.01   Financial Statements and Exhibits

      (a)   Financial Statements of Businesses Acquired.

      (b)   Pro Forma Financial Information.

      The financial statements and pro forma financial information required by
Rule 3-05(b) of Regulation S-X will be filed by an amendment to this Report by
no later than October 27, 2005.

      (c)   Exhibits.

      The following exhibits are filed as part of this Report:

                                       9
Exhibit
Number      Description
----------  --------------------------------------------------------------------
2.1         Agreement and Plan of Merger, dated as of August 17, 2005, among
            Knight Fuller, Inc., CenterStaging Musical Productions, Inc., KF
            Merger Sub, Inc., and the other parties identified therein, and
            Agreement of Merger dated August 17, 2005.
10.1        Put and Sale Agreement, dated as of August 17, 2005, between
            Knight Fuller, Inc. and Opus International, LLC.
10.2        Form of Convertible Promissory Notes of CenterStaging Musical
            Productions, Inc assumed by Knight Fuller, Inc
10.3        Assumption Agreement, dated as of August 17, 2005, by KF with
            respect to the Convertible Promissory Notes of CenterStaging Musical
            Productions, Inc.
10.4        Amended and Restated Letter Agreement, between Jan Parent and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of November 8, 2004.
10.5        Amended and Restated Letter Agreement, between Johnny Caswell and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of November 8, 2004.
10.6        Amended and Restated Letter Agreement, between Roger Paglia and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of April 1, 2004.
10.7        Amended and Restated Letter Agreement, between Howard Livingston
            and CenterStaging Musical Productions, Inc., a California
            corporation, dated as of April 1, 2004.

                                       10
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.

Date: August 19, 2005                KNIGHT FULLER, INC.

                                     By:  /s/ Roger Paglia
                                          -------------------------------------
                                          Roger Paglia, Chief Executive Officer

                                       11
INDEX TO EXHIBITS

Exhibit
Number      Description
----------  --------------------------------------------------------------------
2.1         Agreement and Plan of Merger, dated as of August 17, 2005, among
            Knight Fuller, Inc., CenterStaging Musical Productions, Inc., KF
            Merger Sub, Inc., and the other parties identified therein, and
            Agreement of Merger dated August 17, 2005.
10.1        Put and Sale Agreement, dated as of August 17, 2005, between
            Knight Fuller, Inc. and Opus International, LLC.
10.2        Form of Convertible Promissory Notes of CenterStaging Musical
            Productions, Inc assumed by Knight Fuller, Inc
10.3        Assumption Agreement, dated as of August 17, 2005, by KF with
            respect to the Convertible Promissory Notes of CenterStaging Musical
            Productions, Inc.
10.4        Amended and Restated Letter Agreement, between Jan Parent and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of November 8, 2004.
10.5        Amended and Restated Letter Agreement, between Johnny Caswell and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of November 8, 2004.
10.6        Amended and Restated Letter Agreement, between Roger Paglia and
            CenterStaging Musical Productions, Inc., a California corporation,
            dated as of April 1, 2004.
10.7        Amended and Restated Letter Agreement, between Howard Livingston
            and CenterStaging Musical Productions, Inc., a California
            corporation, dated as of April 1, 2004.

                                       12