UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934~~

~~DATE~~CURRENT OF REPORT ~~(Date of earliest event reported) June 10, 2004~~

~~SHOPSMITH,~~Pursuant ~~INC.~~to Section 13 or 15 (d) of the Securities Exchange Act of 1934

~~(Exact~~Date ~~Name~~ of ~~Registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported) January 10, 2005

Ohio		0-9318		31-0811466
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

SHOPSMITH, INC.

6530 Poe Avenue, Dayton, Ohio		45414
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (937) 898-6070


Ohio	0-9318	31-0811466

(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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6530 Poe Avenue, Dayton, Ohio		45414

(Address of principal executive offices)		(Zip Code)

~~Item~~Registrant’s ~~12.~~telephone number, ~~Results~~including ofarea ~~Operations~~code ~~and Financial Condition.~~(937) 898-6070

On(Former ~~June 10,~~name ~~2004,~~or ~~Shopsmith,~~former ~~Inc. issued a press release announcing financial results for the year ended April 3~~address, ~~2004,~~if achanged ~~copy~~since oflast ~~which is attached as Exhibit 99.1.~~ report)

~~SIGNATURES~~ 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):

~~Pursuant~~¨ Written communications pursuant to ~~the~~Rule ~~requirements~~425 ofunder the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act of(17 ~~1934,~~CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the ~~registrant~~ ~~has~~Exchange ~~duly~~Act ~~caused~~(17 ~~this~~CFR ~~report~~240.14d-2(b)) to¨ bePre-commencement ~~signed~~communications onpursuant ~~its~~to ~~behalf~~Rule by13e-4(c) under the ~~undersigned~~ ~~hereunto~~Exchange ~~duly~~Act ~~authorized~~(17 CFR 240. 13e-4(c))

		Shopsmith, Inc.
		(Registrant)
Date	June 18, 2004
		/s/ Mark A. May
		(Signature)
		Mark A. May
		Vice President of Finance
		(Principal Financial and Accounting Officer)

TABLE OF CONTENTS

~~Page~~Item 2 .04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. Item 9.01. Financial Statements and Exhibits. SIGNATURES

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

On January 10, 2005 Shopsmith, Inc. (the “Company”) determined that it was not in compliance with the Debt Service Coverage financial covenant as set forth in the Loan Agreement dated December 31, 2002 between the Company and The Provident Bank (the “Lender”), as amended (the “Loan Agreement”).

The Loan Agreement provides, among other terms, that the Company shall:

“Maintain the following financial covenants: ... From October 1, 2004 through June 30, 2005 of Borrower’s fiscal year, a Debt Service Coverage Ratio of 1.10 to 1.00 shall be maintained by Borrower, tested quarterly. Debt Service Coverage is defined as EBITDA — cash taxes, dividends, or Sub-S distributions divided by cash interest expense + quarterly CMLTD. EBITDA means Earnings [B]efore [I]nterest, [T]axes, [D]epreciation and [A]mortization. CMLTD means Current Maturities of Long Term Debt.”

For the quarter ended January 1, 2005, the Debt Service Coverage Ratio was 0.82 to 1.00. As a result of this default, the Lender may, among other actions, declare all or any part of the borrowings by the Company under the Loan Agreement immediately due and payable. As of January 10, 2005, principal and interest in the amount of $536,573 was outstanding under the Loan Agreement.

The Company has notified the Lender of the default and intends to seek a waiver. Failure to obtain the waiver could materially affect the Company’s financial position, liquidity, and operations.

See FORWARD-LOOKING STATEMENTS appearing below in this Report.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.

	Not applicable.

(b)	Pro Forma Financial Information.

	Not applicable.

(c)	Exhibits.

	See Exhibit Index.

FORWARD-LOOKING STATEMENTS.

This Report contains certain forward-looking statements within the meaning of Section 21E of the Securities Act of 1934, as amended, including, without limitation, statements containing the words “may,” “intends to,” “could,” and words of similar import. Because forward-looking statements are based on a number of beliefs, estimates and assumptions that could ultimately prove inaccurate, there is no assurance that forward-looking statements will prove to be accurate.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	SHOPSMITH, INC.
Date: January 14, 2005	By:	/s/ Mark A. May
		Mark A. May, Vice President of Finance

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