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):    October 19, 2005
                                                 -------------------------------

                            SHUMATE INDUSTRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                       0-30291              65-0735872
--------------------------------------------------------------------------------
(State or other jurisdiction            (Commission           (IRS Employer
       of incorporation)                File Number)        Identification No.)

        12060 FM 3083, Conroe, Texas                             77301
--------------------------------------------------------------------------------
  (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (936) 441-5100
                                                   -----------------------------


                           Excalibur Industries, Inc.
--------------------------------------------------------------------------------
         (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 A.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))

                                       1
<PAGE>

Section 1 - Registrant's Business and Operations

Item 1.01         Entry into a Material Definitive Agreement.

         On October 19, 2005, we completed a restructuring of our company,
Shumate Industries, Inc. (formerly known as Excalibur Industries, Inc.). The
restructuring resulted in a significant reduction of our outstanding debt and
provides us with an improved balance sheet and reduced debt servicing
requirement. The restructuring was effected through an out-of-court
restructuring, or "recapitalization plan," which consists of the following: o an
agreement to amend and restate a series of notes issued to Stillwater National
Bank, or Stillwater, into one term note;

    o    the extension of our current line of credit with Stillwater;

    o    the issuance of a convertible note to Stillwater;

    o    the issuance of a note to our Chief Financial Officer to advance funds
         to purchase shares of our common stock for $250,000;

    o    the conversion of a portion of our debt to Stillwater into 20% of our
         then-outstanding common stock after giving effect to the restructuring;

    o    our reacquisition of the capital stock of our operating subsidiary,
         Shumate Machine Works;

    o    a release from Stillwater for any indebtedness not covered above;

    o    the exchange of our outstanding unsecured notes, including principal
         and accrued interest, for our common stock; and

    o    the grant of restricted stock awards to our executive officers, in
         return for their personal guarantees on new bank debt, and to our
         non-employee directors.

         In addition, in connection with the recapitalization, we changed our
name to "Shumate Industries, Inc." and effectuated a 1-for-7 reverse stock split
of our then outstanding shares of common stock. The recapitalization plan, the
name change, the reverse stock split, the adoption of our 2005 Stock Incentive
Plan, and the re-election of our directors were all approved at a special
meeting of our stockholders on October 19, 2005.

         The recapitalization plan for achieving our financial goals consisted
of the following transactions (the "restructuring transactions"):

         1.  Amended and Restated Term Note. Stillwater has amended and restated
a series of notes in the current aggregate principal amounts of approximately
$9,413,000 into an amended and restated note in the principal amount of
approximately $4,000,000. The amended and restated note requires interest only
payments for the three months following closing, and thereafter, requires us to
make 27 equal monthly payments in an amount sufficient to fully amortize
principal and interest on the amended and restated note over 120 months. The
amended and restated note is be due and payable 30 months after closing, at
which time, we will be required to make a balloon payment of the entire
outstanding principal balance and all accrued interest. The note bears interest
at a rate equal to the prime rate plus two percent, and it is secured by a first
priority security interest in all of our existing and future assets. The
proceeds of this note were applied as follows: $303,000 to purchase machines
from Larry C. Shumate, our President and Chief Executive Officer, and from A.
Earl Swift, a former director; $100,000 to purchase the capital stock of Shumate
Machine Works; and $3,597,000 was applied to our existing indebtedness to
Stillwater.

         2.  Revised Line of Credit. Stillwater has extended our current
revolving line of credit in an amount of up to $1,000,000 for one year. The
initial balance on the line of credit is the balance of our existing line of
credit with Stillwater, less the excess transferred to the amended and restated
note. The advances available under the line of credit are limited to a borrowing
base of the sum of (a) 80% of eligible accounts receivable, and (b) 50% of
eligible inventory. The line of credit bears interest at a rate equal to the
prime rate plus two percent, and it is secured by a first priority security
interest in all of our existing and future assets.

                                       2
<PAGE>

         3. Convertible Note. Stillwater has accepted, and we have issued, a
convertible note in the principal amount of $2,500,000. The principal and
accrued interest on the convertible note is convertible, at Stillwater's option,
into shares of our common stock at a conversion rate of $1.00 per share (on a
post reverse stock split basis). The convertible note matures on the earlier of
60 months from the date of issuance or the date on which it is fully converted
into our common stock. Interest on the convertible note shall accrue from the
date of closing until the earlier of conversion or 24 months, at which time the
accrued interest will be capitalized into principal. Beginning at the end of the
ninth quarter, we are obligated to make quarterly interest payments on the
convertible note. The convertible note bears interest at a rate equal to the
prime rate plus two percent, and it is secured by a first priority security
interest in all of our assets. We have agreed to include the shares of common
stock underlying the convertible note on any eligible registration statement
that we may file with the Securities and Exchange Commission under the
Securities Act of 1933 in the next five years.

         4.  Flemming Note. Stillwater has loaned $350,000 to our Chief
Financial Officer, Matthew C. Flemming, to purchase an aggregate of 250,000
newly issued shares (post reverse stock split) of our common stock, representing
approximately 2.16% of our outstanding common stock after giving effect to the
restructuring, for a total purchase price of $250,000. The balance was applied
to the existing personal indebtedness of Mr. Flemming to Stillwater of
approximately $10,000,000 under a personal guarantee of our indebtedness to
Stillwater. Stillwater has released Mr. Flemming from the remainder of his
personal guarantee.

         5.  Conversion of Prior Bank Debt. Stillwater has exchanged $2,368,000
of our outstanding indebtedness to Stillwater for 2,368,000 newly issued of
shares of our common stock (on a post reverse-split basis), representing not
less than 20% of the outstanding shares of our common stock after giving effect
to the restructuring. We have agreed to include these shares of common stock on
any eligible registration statement that we may file with the Securities and
Exchange Commission under the Securities Act of 1933 in the next five years.

         6.  Releases. Stillwater has released us and our Chief Financial
Officer, Matthew C. Flemming, from our respective obligations of the prior debt
to Stillwater, except to the extent that such prior debt is amended and
restated, issued, or guaranteed as set forth above.

         7.  Unsecured Note Exchange Offer. Our unsecured noteholders have
exchanged all of our outstanding unsecured notes, with interest rates ranging
from 6% to 12% and all currently due and owing, for approximately 1,691,310
newly issued shares of our common stock (on a post reverse-split basis),
representing approximately 14.61% of the outstanding shares of our common stock
after giving effect to the restructuring.

         8.  Restricted Stock Awards. Our board of directors have granted
restricted stock awards of approximately 3,950,000 shares of newly issued common
stock (on a post reverse-split basis) to our executive officers and our
non-employee directors, representing approximately 34.12% of the outstanding
shares of our common stock after giving effect to the restructuring. These
shares vested on the closing of the restructuring.

         In addition, Stillwater has issued a commitment to lend us funds to
settle an existing IRS lien against us, and we have agreed to issue a term note
in the amount equal to such settlement amount, which we estimate will be
approximately $250,000. The Third Note shall require us to make 48 equal monthly
payments in an amount sufficient to fully amortize principal and interest on the
Third Note over 48 months. The Third Note will be due and payable 48 months
after closing, at which time, we will be required to make a balloon payment of
the entire outstanding principal balance and all accrued interest. The note
shall bear interest at a rate equal to the prime rate plus two percent, and it
shall be secured by a first priority security interest in all of our existing
and future assets. Each of our executive officers, Larry C. Shumate, Matthew C.
Flemming, and Russell T. Clark, have agreed to personally guarantee a portion of
the Third Note. The Third Note will be consummated upon our reaching settlement
with the IRS.

                                       3
<PAGE>

         As previously reported on a current report on Form 8-K, on April 28,
2005, Excalibur Holdings, our bankrupt subsidiary and holder of 100% of the
common stock of Shumate Machine Works, Inc., our sole operating subsidiary,
received notice from Stillwater National Bank that Stillwater intends to dispose
of the capital stock of Shumate Machine Works in a private sale after May 9,
2005 pursuant to the Oklahoma Uniform Commercial Code. As part of the
restructuring, Stillwater transferred 100% of the capital stock of Shumate
Machine Works, Inc. to us.

         A complete description of the restructuring plan is set forth in our
definitive proxy statement for the special meeting of stockholders, which has
been filed with the Securities and Exchange Commission.

Item 1.02         Termination of a Material Definitive Agreement.

         Not applicable.

Item 1.03         Bankruptcy or Receivership.

         Not applicable.

Section 2 - Financial Information

Item 2.01         Completion of Acquisition or Disposition of Assets.

         Not applicable.

Item 2.02         Results of Operations and Financial Condition.

         Not applicable.

Item 2.03         Creation of a Direct Financial Obligation or an Obligation
                  under an Off-Balance Sheet Arrangement of a Registrant.

         Not applicable.

Item 2.04         Triggering Events That Accelerate or Increase a Direct
                  Financial Obligation or an Obligation Under an Off-Balance
                  Sheet Arrangement.

         Not applicable.

Item 2.05         Costs Associated with Exit or Disposal Activities.

         Not applicable.

Item 2.06         Material Impairments.

         Not applicable.

Section 3 - Securities and Trading Markets

Item 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing
                  Rule or Standard:  Transfer of Listing.

         Not applicable.

                                       4
<PAGE>

Item 3.02         Unregistered Sales of Equity Securities.

         See Item 1.01 above. The issuance of shares and notes to Stillwater
National Bank was exempt under both Sections 3(a)(9) and 4(2) of the Securities
Act. The issuance of shares to our unsecured creditors was exempt under both
Sections 3(a)(9) and 4(2) of the Securities Act. The issuance of shares to Mr.
Flemming was exempt under Section 4(2) of the Securities Act.

Item 3.03         Material Modification to Rights of Security Holders.

         See Item 1.01 above.  In connection with the recapitalization, we
effectuated a 1-for-7 reverse stock split of our common stock.

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01         Changes in Registrant's Certifying Accountant.

         Not applicable.

Item 4.02         Non-Reliance on Previously Issued Financial Statements or a
                  Related Audit Report or Completed Interim Review.

         Not applicable.

Section 5 - Corporate Governance and Management

Item 5.01         Changes in Control of Registrant.

         See Item 1.01 above.

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

         Not applicable.

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

         See Item 1.01 above. We amended our articles of incorporation to
effectuate the change of our name to Shumate Industries, Inc. and the 1-for-7
reverse stock split.

Item 5.04         Temporary Suspension of Trading Under Registrant's Employee
                  Benefit Plans.

         Not applicable.

Item 5.05         Amendments to the Registrant's Code of Ethics, or Waiver of a
                  Provision of the Code of Ethics.

         Not applicable.

Section 6 - [Reserved]

         Not applicable.

Section 7 - Regulation FD

                                       5
<PAGE>

Item 7.01         Regulation FD Disclosure.

         Not applicable.

Section 8 - Other Events

Item 8.01         Other Events.

         Not applicable.

Section 9 - Financial Statements and Exhibits

Item 9.01         Financial Statements and Exhibits.

         (a)      Financial Statements of Businesses Acquired.

                  Not applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits.

                  4.1   Certificate of Amendment to Certificate of Incorporation
                  10.1  Restructuring Agreement
                  10.2  Amended and Restated Promissory Note
                  10.3  Line of Credit Promissory Note
                  10.4  Convertible Promissory Note
                  10.5  Security Agreement
                  10.6  Lockbox Agreement
                  10.7  Settlement and Release Agreement


                                   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.


                                SHUMATE INDUSTRIES, INC.
                                (Registrant)


Date:  October 25, 2005         By:    /s/ Matthew C. Flemming
                                   -------------------------------------------
                                   Matthew C. Flemming, Chief Financial Officer,
                                   Treasurer, Secretary, and Executive Vice
                                   President


                                       6
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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):    October 19, 2005
                                                 -------------------------------

                            SHUMATE INDUSTRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                       0-30291              65-0735872
--------------------------------------------------------------------------------
(State or other jurisdiction            (Commission           (IRS Employer
       of incorporation)                File Number)        Identification No.)

        12060 FM 3083, Conroe, Texas                             77301
--------------------------------------------------------------------------------
  (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (936) 441-5100
                                                   -----------------------------

                           Excalibur Industries, Inc.
--------------------------------------------------------------------------------
         (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 A.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))

                                       1
Section 1 - Registrant's Business and Operations

Item 1.01         Entry into a Material Definitive Agreement.

         On October 19, 2005, we completed a restructuring of our company,
Shumate Industries, Inc. (formerly known as Excalibur Industries, Inc.). The
restructuring resulted in a significant reduction of our outstanding debt and
provides us with an improved balance sheet and reduced debt servicing
requirement. The restructuring was effected through an out-of-court
restructuring, or "recapitalization plan," which consists of the following: o an
agreement to amend and restate a series of notes issued to Stillwater National
Bank, or Stillwater, into one term note;

    o    the extension of our current line of credit with Stillwater;

    o    the issuance of a convertible note to Stillwater;

    o    the issuance of a note to our Chief Financial Officer to advance funds
         to purchase shares of our common stock for $250,000;

    o    the conversion of a portion of our debt to Stillwater into 20% of our
         then-outstanding common stock after giving effect to the restructuring;

    o    our reacquisition of the capital stock of our operating subsidiary,
         Shumate Machine Works;

    o    a release from Stillwater for any indebtedness not covered above;

    o    the exchange of our outstanding unsecured notes, including principal
         and accrued interest, for our common stock; and

    o    the grant of restricted stock awards to our executive officers, in
         return for their personal guarantees on new bank debt, and to our
         non-employee directors.

         In addition, in connection with the recapitalization, we changed our
name to "Shumate Industries, Inc." and effectuated a 1-for-7 reverse stock split
of our then outstanding shares of common stock. The recapitalization plan, the
name change, the reverse stock split, the adoption of our 2005 Stock Incentive
Plan, and the re-election of our directors were all approved at a special
meeting of our stockholders on October 19, 2005.

         The recapitalization plan for achieving our financial goals consisted
of the following transactions (the "restructuring transactions"):

         1.  Amended and Restated Term Note. Stillwater has amended and restated
a series of notes in the current aggregate principal amounts of approximately
$9,413,000 into an amended and restated note in the principal amount of
approximately $4,000,000. The amended and restated note requires interest only
payments for the three months following closing, and thereafter, requires us to
make 27 equal monthly payments in an amount sufficient to fully amortize
principal and interest on the amended and restated note over 120 months. The
amended and restated note is be due and payable 30 months after closing, at
which time, we will be required to make a balloon payment of the entire
outstanding principal balance and all accrued interest. The note bears interest
at a rate equal to the prime rate plus two percent, and it is secured by a first
priority security interest in all of our existing and future assets. The
proceeds of this note were applied as follows: $303,000 to purchase machines
from Larry C. Shumate, our President and Chief Executive Officer, and from A.
Earl Swift, a former director; $100,000 to purchase the capital stock of Shumate
Machine Works; and $3,597,000 was applied to our existing indebtedness to
Stillwater.

         2.  Revised Line of Credit. Stillwater has extended our current
revolving line of credit in an amount of up to $1,000,000 for one year. The
initial balance on the line of credit is the balance of our existing line of
credit with Stillwater, less the excess transferred to the amended and restated
note. The advances available under the line of credit are limited to a borrowing
base of the sum of (a) 80% of eligible accounts receivable, and (b) 50% of
eligible inventory. The line of credit bears interest at a rate equal to the
prime rate plus two percent, and it is secured by a first priority security
interest in all of our existing and future assets.

                                       2
3. Convertible Note. Stillwater has accepted, and we have issued, a
convertible note in the principal amount of $2,500,000. The principal and
accrued interest on the convertible note is convertible, at Stillwater's option,
into shares of our common stock at a conversion rate of $1.00 per share (on a
post reverse stock split basis). The convertible note matures on the earlier of
60 months from the date of issuance or the date on which it is fully converted
into our common stock. Interest on the convertible note shall accrue from the
date of closing until the earlier of conversion or 24 months, at which time the
accrued interest will be capitalized into principal. Beginning at the end of the
ninth quarter, we are obligated to make quarterly interest payments on the
convertible note. The convertible note bears interest at a rate equal to the
prime rate plus two percent, and it is secured by a first priority security
interest in all of our assets. We have agreed to include the shares of common
stock underlying the convertible note on any eligible registration statement
that we may file with the Securities and Exchange Commission under the
Securities Act of 1933 in the next five years.

         4.  Flemming Note. Stillwater has loaned $350,000 to our Chief
Financial Officer, Matthew C. Flemming, to purchase an aggregate of 250,000
newly issued shares (post reverse stock split) of our common stock, representing
approximately 2.16% of our outstanding common stock after giving effect to the
restructuring, for a total purchase price of $250,000. The balance was applied
to the existing personal indebtedness of Mr. Flemming to Stillwater of
approximately $10,000,000 under a personal guarantee of our indebtedness to
Stillwater. Stillwater has released Mr. Flemming from the remainder of his
personal guarantee.

         5.  Conversion of Prior Bank Debt. Stillwater has exchanged $2,368,000
of our outstanding indebtedness to Stillwater for 2,368,000 newly issued of
shares of our common stock (on a post reverse-split basis), representing not
less than 20% of the outstanding shares of our common stock after giving effect
to the restructuring. We have agreed to include these shares of common stock on
any eligible registration statement that we may file with the Securities and
Exchange Commission under the Securities Act of 1933 in the next five years.

         6.  Releases. Stillwater has released us and our Chief Financial
Officer, Matthew C. Flemming, from our respective obligations of the prior debt
to Stillwater, except to the extent that such prior debt is amended and
restated, issued, or guaranteed as set forth above.

         7.  Unsecured Note Exchange Offer. Our unsecured noteholders have
exchanged all of our outstanding unsecured notes, with interest rates ranging
from 6% to 12% and all currently due and owing, for approximately 1,691,310
newly issued shares of our common stock (on a post reverse-split basis),
representing approximately 14.61% of the outstanding shares of our common stock
after giving effect to the restructuring.

         8.  Restricted Stock Awards. Our board of directors have granted
restricted stock awards of approximately 3,950,000 shares of newly issued common
stock (on a post reverse-split basis) to our executive officers and our
non-employee directors, representing approximately 34.12% of the outstanding
shares of our common stock after giving effect to the restructuring. These
shares vested on the closing of the restructuring.

         In addition, Stillwater has issued a commitment to lend us funds to
settle an existing IRS lien against us, and we have agreed to issue a term note
in the amount equal to such settlement amount, which we estimate will be
approximately $250,000. The Third Note shall require us to make 48 equal monthly
payments in an amount sufficient to fully amortize principal and interest on the
Third Note over 48 months. The Third Note will be due and payable 48 months
after closing, at which time, we will be required to make a balloon payment of
the entire outstanding principal balance and all accrued interest. The note
shall bear interest at a rate equal to the prime rate plus two percent, and it
shall be secured by a first priority security interest in all of our existing
and future assets. Each of our executive officers, Larry C. Shumate, Matthew C.
Flemming, and Russell T. Clark, have agreed to personally guarantee a portion of
the Third Note. The Third Note will be consummated upon our reaching settlement
with the IRS.

                                       3
As previously reported on a current report on Form 8-K, on April 28,
2005, Excalibur Holdings, our bankrupt subsidiary and holder of 100% of the
common stock of Shumate Machine Works, Inc., our sole operating subsidiary,
received notice from Stillwater National Bank that Stillwater intends to dispose
of the capital stock of Shumate Machine Works in a private sale after May 9,
2005 pursuant to the Oklahoma Uniform Commercial Code. As part of the
restructuring, Stillwater transferred 100% of the capital stock of Shumate
Machine Works, Inc. to us.

         A complete description of the restructuring plan is set forth in our
definitive proxy statement for the special meeting of stockholders, which has
been filed with the Securities and Exchange Commission.

Item 1.02         Termination of a Material Definitive Agreement.

         Not applicable.

Item 1.03         Bankruptcy or Receivership.

         Not applicable.

Section 2 - Financial Information

Item 2.01         Completion of Acquisition or Disposition of Assets.

         Not applicable.

Item 2.02         Results of Operations and Financial Condition.

         Not applicable.

Item 2.03         Creation of a Direct Financial Obligation or an Obligation
                  under an Off-Balance Sheet Arrangement of a Registrant.

         Not applicable.

Item 2.04         Triggering Events That Accelerate or Increase a Direct
                  Financial Obligation or an Obligation Under an Off-Balance
                  Sheet Arrangement.

         Not applicable.

Item 2.05         Costs Associated with Exit or Disposal Activities.

         Not applicable.

Item 2.06         Material Impairments.

         Not applicable.

Section 3 - Securities and Trading Markets

Item 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing
                  Rule or Standard:  Transfer of Listing.

         Not applicable.

                                       4
Item 3.02         Unregistered Sales of Equity Securities.

         See Item 1.01 above. The issuance of shares and notes to Stillwater
National Bank was exempt under both Sections 3(a)(9) and 4(2) of the Securities
Act. The issuance of shares to our unsecured creditors was exempt under both
Sections 3(a)(9) and 4(2) of the Securities Act. The issuance of shares to Mr.
Flemming was exempt under Section 4(2) of the Securities Act.

Item 3.03         Material Modification to Rights of Security Holders.

         See Item 1.01 above.  In connection with the recapitalization, we
effectuated a 1-for-7 reverse stock split of our common stock.

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01         Changes in Registrant's Certifying Accountant.

         Not applicable.

Item 4.02         Non-Reliance on Previously Issued Financial Statements or a
                  Related Audit Report or Completed Interim Review.

         Not applicable.

Section 5 - Corporate Governance and Management

Item 5.01         Changes in Control of Registrant.

         See Item 1.01 above.

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

         Not applicable.

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

         See Item 1.01 above. We amended our articles of incorporation to
effectuate the change of our name to Shumate Industries, Inc. and the 1-for-7
reverse stock split.

Item 5.04         Temporary Suspension of Trading Under Registrant's Employee
                  Benefit Plans.

         Not applicable.

Item 5.05         Amendments to the Registrant's Code of Ethics, or Waiver of a
                  Provision of the Code of Ethics.

         Not applicable.

Section 6 - [Reserved]

         Not applicable.

Section 7 - Regulation FD

                                       5
Item 7.01         Regulation FD Disclosure.

         Not applicable.

Section 8 - Other Events

Item 8.01         Other Events.

         Not applicable.

Section 9 - Financial Statements and Exhibits

Item 9.01         Financial Statements and Exhibits.

         (a)      Financial Statements of Businesses Acquired.

                  Not applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits.

                  4.1   Certificate of Amendment to Certificate of Incorporation
                  10.1  Restructuring Agreement
                  10.2  Amended and Restated Promissory Note
                  10.3  Line of Credit Promissory Note
                  10.4  Convertible Promissory Note
                  10.5  Security Agreement
                  10.6  Lockbox Agreement
                  10.7  Settlement and Release Agreement

                                   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.

                                SHUMATE INDUSTRIES, INC.
                                (Registrant)

Date:  October 25, 2005         By:    /s/ Matthew C. Flemming
                                   -------------------------------------------
                                   Matthew C. Flemming, Chief Financial Officer,
                                   Treasurer, Secretary, and Executive Vice
                                   President

                                       6