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 1934
Date of Report (date of earliest event reported): September 8, 2006
Hemcure, Inc.
(Exact name of registrant as specified in charter)
Minnesota
(State or other jurisdiction of incorporation)
000-51543 84-0916792
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(Commission File Number) (IRS Employer Identification No.)
730 W. Randolph
Suite 600
Chicago, Illinois 60661
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(Address of principal executive offices) (Zip Code)
(312) 454-0015
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(Issuer's Telephone Number)
Not applicable.
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(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 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(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| 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 8.01. OTHER EVENTS
Effective September 8, 2006, the Minnesota Secretary of State approved the
merger of Hemcure, Inc., a Minnesota corporation ("Hemcure Minnesota") into
Hemcure, Inc., a Nevada corporation ("Hemcure Nevada"). On July 28, 2006, the
Board of Directors of Hemcure Minnesota adopted the Agreement and Plan of
Merger. On August 17, 2006, the shareholders of Hemcure, Inc. adopted the
Agreement and Plan of Merger, which was detailed in the proxy statement sent to
shareholders on August 3, 2006. Such definitive proxy statement was filed with
the Securities and Exchange Commission on August 3, 2006.
The Agreement and Plan of Merger set forth the following: 1) a change in
domicile from the State of Minnesota to the State of Nevada; 2) the adoption of
the Articles of Incorporation of Hemcure Nevada under the laws of the state of
Nevada (as provided in the proxy materials); 3) the issued and outstanding
shares of common stock of Hemcure Minnesota automatically convert into the right
to receive shares of Hemcure Nevada Common Stock at a ratio of seventeen and
one-half (17.5) shares of common stock of Hemcure Minnesota for one (1) share of
Hemcure Nevada Common Stock; 4) the adoption of the bylaws of Hemcure Nevada
under the laws of the state of Nevada (as provided in the proxy materials); and
5) the persons presently serving as executive officers and directors of Hemcure
Minnesota serve in their same respective positions with Hemcure Nevada.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
None.
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.
HEMCURE, INC.
By /s/ Bartly Loethen
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Name: Bartly Loethen
Title: Chief Executive Officer and President
Dated: September 14, 2006