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: December 16, 2005
               Date of Earliest Event Reported: December 12, 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 Offices)                     (Zip Code)

                                  818-559-4333
         --------------------------------------------------------------
              (Registrant's telephone number, including area code)

         --------------------------------------------------------------
         (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:

|_| 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>

Item 1.01        Entry into a Material Definitive Agreement

         On December 12, 2005, Knight Fuller, Inc., a Delaware corporation
("Knight Fuller"), entered into the following agreements with Montage Partners
III, LLC, a Nevada limited liability company ("Montage"): (1) Securities
Purchase Agreement; (2) Secured Debenture in the principal amount of $500,000;
(3) Security Agreement; (4) Warrants covering 380,000 shares of Knight Fuller
common stock; and (5) Registration Rights Agreement. Copies of the five
agreements described in the preceding sentence are filed as Exhibits 10.1, 10.2,
10.3, 10.4 and 10.5, respectively, and the following summary is qualified in its
entirety by reference to such agreements, which are incorporated herein.

         Pursuant to the agreements that are described in the preceding
paragraph:

            o     Knight Fuller borrowed $500,000 from Montage, with interest to
                  accrue at the rate of 6% per annum, and with all principal and
                  accrued interest due and payable on June 12, 2006. Montage is
                  entitled to convert all or a portion of the outstanding
                  principal amount and accrued interest on the Secured Debenture
                  into shares of Knight Fuller common stock at a conversion
                  price of $1.50 per share, subject to the adjustment provisions
                  of the Secured Debenture.

            o     Knight Fuller issued to Montage fully vested and exercisable
                  Warrants to purchase up to 380,000 shares of Knight Fuller
                  common stock at an exercise price of $1.60 per share, subject
                  to the adjustment provisions of the Warrants. The Warrants
                  expire on December 12, 2009.

            o     Knight Fuller agreed in the Registration Rights Agreement to
                  file a registration statement with the Securities and Exchange
                  Commission that will register the resale of the shares of
                  Knight Fuller common stock that are issuable pursuant to the
                  Secured Debenture and the Warrants.

            o     Pursuant to the Security Agreement, Knight Fuller gave Montage
                  a security interest in Knight Fuller's accounts receivable to
                  secure its obligations under the Secured Debenture, the
                  Securities Purchase Agreement, the Warrants and the
                  Registration Rights Agreement.

Item 3.02         Unregistered Sales of Equity Securities

         As described in more detail in Item 1.01 of this Report on Form 8-K, on
December 12, 2005, (i) Knight Fuller agreed to issue to Montage shares of Knight
Fuller common stock upon Montage's election to convert all of a portion of the
outstanding amount of the Secured Debenture into common stock, and (ii) Knight
Fuller issued to Montage Warrants to purchase up to 380,000 shares of Knight
Fuller common stock at an exercise price of $1.60 per share. The issuance of the
shares of common stock described in the preceding sentence is exempt from
registration under the Securities Act of 1933 by reason of the exemption
provided by Section 4(2) of the Securities Act of 1933 for a transaction not
involving a public offering.

Item 9.01         Financial Statements and Exhibits

Exhibit No.       Description
-----------       -----------

10.1              Securities Purchase Agreement dated as of December 12, 2005,
                  between Knight Fuller, Inc. and Montage Partners III, LLC.

                                       1
<PAGE>

10.2              Secured Debenture dated December 12, 2005, in the original
                  principal amount of $500,000, issued by Knight Fuller, Inc. in
                  favor of Montage Partners III, LLC.

10.3              Security Agreement dated December 12, 2005 between Knight
                  Fuller, Inc. and Montage Partners III, LLC.

10.4              Warrants dated December 12, 2005, issued by Knight Fuller,
                  Inc. to Montage Partners III, LLC, to purchase 380,000 shares
                  of common stock.

10.5              Registration Rights Agreement dated as of December 12, 2005
                  between Knight Fuller, Inc. and Montage Partners III, LLC.


























                                       2
<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:    December 16, 2005      KNIGHT FULLER, INC.


                                By:  /s/ Howard Livingston
                                     -------------------------------------------
                                     Howard Livingston, Chief Financial Officer






























                                       3
<PAGE>



                                  Exhibit Index

Exhibit No.       Description
-----------       -----------

10.1              Securities Purchase Agreement dated as of December 12, 2005,
                  between Knight Fuller, Inc. and Montage Partners III, LLC.

10.2              Secured Debenture dated December 12, 2005, in the original
                  principal amount of $500,000, issued by Knight Fuller, Inc. in
                  favor of Montage Partners III, LLC.

10.3              Security Agreement dated December 12, 2005 between Knight
                  Fuller, Inc. and Montage Partners III, LLC.

10.4              Warrants dated December 12, 2005, issued by Knight Fuller,
                  Inc. to Montage Partners III, LLC, to purchase 380,000 shares
                  of common stock.

10.5              Registration Rights Agreement dated as of December 12, 2005
                  between Knight Fuller, Inc. and Montage Partners III, LLC.

























                                       4
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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: December 16, 2005
               Date of Earliest Event Reported: December 12, 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 Offices)                     (Zip Code)

                                  818-559-4333
         --------------------------------------------------------------
              (Registrant's telephone number, including area code)

         --------------------------------------------------------------
         (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:

|_| 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))
Item 1.01        Entry into a Material Definitive Agreement

         On December 12, 2005, Knight Fuller, Inc., a Delaware corporation
("Knight Fuller"), entered into the following agreements with Montage Partners
III, LLC, a Nevada limited liability company ("Montage"): (1) Securities
Purchase Agreement; (2) Secured Debenture in the principal amount of $500,000;
(3) Security Agreement; (4) Warrants covering 380,000 shares of Knight Fuller
common stock; and (5) Registration Rights Agreement. Copies of the five
agreements described in the preceding sentence are filed as Exhibits 10.1, 10.2,
10.3, 10.4 and 10.5, respectively, and the following summary is qualified in its
entirety by reference to such agreements, which are incorporated herein.

         Pursuant to the agreements that are described in the preceding
paragraph:

            o     Knight Fuller borrowed $500,000 from Montage, with interest to
                  accrue at the rate of 6% per annum, and with all principal and
                  accrued interest due and payable on June 12, 2006. Montage is
                  entitled to convert all or a portion of the outstanding
                  principal amount and accrued interest on the Secured Debenture
                  into shares of Knight Fuller common stock at a conversion
                  price of $1.50 per share, subject to the adjustment provisions
                  of the Secured Debenture.

            o     Knight Fuller issued to Montage fully vested and exercisable
                  Warrants to purchase up to 380,000 shares of Knight Fuller
                  common stock at an exercise price of $1.60 per share, subject
                  to the adjustment provisions of the Warrants. The Warrants
                  expire on December 12, 2009.

            o     Knight Fuller agreed in the Registration Rights Agreement to
                  file a registration statement with the Securities and Exchange
                  Commission that will register the resale of the shares of
                  Knight Fuller common stock that are issuable pursuant to the
                  Secured Debenture and the Warrants.

            o     Pursuant to the Security Agreement, Knight Fuller gave Montage
                  a security interest in Knight Fuller's accounts receivable to
                  secure its obligations under the Secured Debenture, the
                  Securities Purchase Agreement, the Warrants and the
                  Registration Rights Agreement.

Item 3.02         Unregistered Sales of Equity Securities

         As described in more detail in Item 1.01 of this Report on Form 8-K, on
December 12, 2005, (i) Knight Fuller agreed to issue to Montage shares of Knight
Fuller common stock upon Montage's election to convert all of a portion of the
outstanding amount of the Secured Debenture into common stock, and (ii) Knight
Fuller issued to Montage Warrants to purchase up to 380,000 shares of Knight
Fuller common stock at an exercise price of $1.60 per share. The issuance of the
shares of common stock described in the preceding sentence is exempt from
registration under the Securities Act of 1933 by reason of the exemption
provided by Section 4(2) of the Securities Act of 1933 for a transaction not
involving a public offering.

Item 9.01         Financial Statements and Exhibits

Exhibit No.       Description
-----------       -----------

10.1              Securities Purchase Agreement dated as of December 12, 2005,
                  between Knight Fuller, Inc. and Montage Partners III, LLC.

                                       1
10.2              Secured Debenture dated December 12, 2005, in the original
                  principal amount of $500,000, issued by Knight Fuller, Inc. in
                  favor of Montage Partners III, LLC.

10.3              Security Agreement dated December 12, 2005 between Knight
                  Fuller, Inc. and Montage Partners III, LLC.

10.4              Warrants dated December 12, 2005, issued by Knight Fuller,
                  Inc. to Montage Partners III, LLC, to purchase 380,000 shares
                  of common stock.

10.5              Registration Rights Agreement dated as of December 12, 2005
                  between Knight Fuller, Inc. and Montage Partners III, LLC.

                                       2
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:    December 16, 2005      KNIGHT FULLER, INC.

                                By:  /s/ Howard Livingston
                                     -------------------------------------------
                                     Howard Livingston, Chief Financial Officer

                                       3
Exhibit Index

Exhibit No.       Description
-----------       -----------

10.1              Securities Purchase Agreement dated as of December 12, 2005,
                  between Knight Fuller, Inc. and Montage Partners III, LLC.

10.2              Secured Debenture dated December 12, 2005, in the original
                  principal amount of $500,000, issued by Knight Fuller, Inc. in
                  favor of Montage Partners III, LLC.

10.3              Security Agreement dated December 12, 2005 between Knight
                  Fuller, Inc. and Montage Partners III, LLC.

10.4              Warrants dated December 12, 2005, issued by Knight Fuller,
                  Inc. to Montage Partners III, LLC, to purchase 380,000 shares
                  of common stock.

10.5              Registration Rights Agreement dated as of December 12, 2005
                  between Knight Fuller, Inc. and Montage Partners III, LLC.

                                       4