8-K

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): November 13, 2006

KUHLMAN COMPANY, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-50187	86-0883289
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 North Third Street, Suite B-1

Minneapolis, Minnesota 55401

(Address of principal executive offices)(Zip Code)

(612) 338-5752

(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:

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

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

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

o 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 November 15, 2006 and November 17, 2006, as the remaining part of a $1.75 million commitment, the Company issued to Cornell Capital Partners LP 8% secured convertible debentures in the aggregate principal amount of $750,000 (the “Debentures”). The Debentures are due November 15, 2009 and November 17, 2009 and are secured by the assets of the Company and its subsidiaries, and a pledge of an aggregate of 3,032,500 shares of the Company’s common stock beneficially owned by Scott Kuhlman, the Company’s Chief Executive Officer and Chairman of the Board, and Jon Sabes, a former director of the Company. At the option of the holder, the Debentures convert into the Company’s common stock at the lower of (a) $.3178 or (b) 90% of the lowest volume-weighted average price of the common stock during the 20 days immediately preceding any conversion date (the “Market Conversion Price”). No more than $250,000 in principal amount can be converted in any 30-day period. In the case of an Event of Default (as defined in the Debentures), the conversion price will be reduced to the lower (i) of 20% of the volume-weighted average price of the common stock on the applicable issuance date or (ii) 25% on the Market Conversion Price.

The Company paid no underwriting commissions with respect to the issuance of the Debentures, but paid Cornell Capital Partners a 10% commitment fee on the amount actually funded (i.e., $75,000).

The Company is permitted to redeem the Debentures at a 20% redemption premium. Cornell was also granted a right of first refusal on future financings for an 18-month period following closing.

The disclosure about the foregoing agreements and instruments, and the related private placement, contained in this report does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the SEC, and as permitted under Rule 135c under the Securities Act.

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

The disclosures contained in Item 1.01 regarding the Debentures above are incorporated into this Item 2.03 by this reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures contained in Item 1.01 regarding the Debentures above are incorporated into this Item 3.02 by this reference. For the issuances of the Debentures, the Company relied on the exemption from federal registration under Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. The Company relied on this exemption and the safe harbor thereunder based on the fact that there was only one investor who had knowledge and experience in financial and business matters such that it was capable of evaluating the risks of the investment.

The securities sold in these transactions were not registered under the Securities Act and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure about the foregoing transactions and related agreements contained in this Current Report is not an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing disclosure reports with the SEC, and as permitted under Rule 135c under the Securities Act.

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

On November 14, 2006, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State to increase the number of shares of capital stock authorized for issuance to an aggregate of 160,000,000 shares of capital stock. The complete text of the Certificate of Amendment is being filed with this Current Report as Exhibit 3.1.

Item 7.01. Regulation FD Disclosure

On November 13, 2006, the Company held a special meeting of stockholders to approve the Certificate of Amendment discussed under Item 5.03 above. All of the Company’s common stockholders of record at the close of business on October 5, 2006 were entitled to vote at the meeting. At the meeting, stockholders holding approximately 61% of the shares present and entitled to vote approved the Certificate of Amendment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Amendment to Articles of Incorporation.

SIGNATURE

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.

	KUHLMAN COMPANY, INC.
Date: November 17, 2006	By:	/s/ Scott Kuhlman
		Scott Kuhlman
		Chief Executive Officer

EXHIBIT INDEX

3.1 Certificate of Amendment to Articles of Incorporation.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

KUHLMAN COMPANY, INC.

The undersigned corporation, organized under the laws of the State of Nevada, to amend its articles of incorporation in accordance with Chapter 78 of the Nevada Revised Statutes, hereby certifies:

FIRST: The name of the corporation is Kuhlman Company, Inc.

SECOND: Article IV of the articles of incorporation is hereby amended to read in its entirety as follows:

ARTICLE IV

CAPITALIZATION

(a) Authorized Shares. The aggregate number of capital shares which the corporation shall have the authority to issue is One Hundred Sixty Million (160,000,000) shares, each with a par value of $.001, and such shares shall be issued for such consideration, expressed in dollars, as the Board of Directors may, from time to time, determine.

(b) Consideration for Shares. All shares of capital stock shall be issued by the corporation for cash, property or services actually performed, for no less than the par value of $.001. All shares shall be fully paid and non-assessable.

(c) Designation and Issuance of Preferred Stock. Shares of preferred stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors. Each series shall be distinctly designated pursuant to an amendment to these articles of incorporation, the filing of a certificate of amendment or in any other manner permitted by law. The powers, preferences and relative, participating, optional and other rights of each such series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series or classes of capital stock at any time outstanding. Except as hereinafter provided, the Board of Directors is hereby expressly granted the authority to fix, by resolution(s) adopted prior to the issuance of any shares of each particular series of preferred stock, the designation, powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof, if any. The Board of Directors is also expressly authorized to allow for conversion of the preferred stock to common stock under terms and conditions as determined by the Board of Directors. Unless specifically so authorized by the Board of Directors, all issuances of capital stock will be issuances of common stock.

(d) Dividends. Dividends in cash, property or share of the corporation may be paid upon the corporation’s capital stock, as and when declared by the Board of Directors, out of funds of the corporation to the extent, and in the manner permitted by law.

(e) Voting Rights & Cumulative Voting. Each outstanding share of common stock shall be entitled to one vote, and each fractional share of common stock shall be entitled to a corresponding fractional vote on each matter submitted to a vote of stockholders. The voting rights of preferred stock, if any, shall be established by the Board of Directors at the time such stock is designed and issued in series. Cumulative voting shall not be allowed in the election of directors of the corporation.

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(f) Denial of Preemptive Rights. No holder of any capital shares of the corporation, whether now or hereafter authorized, shall have any preemptive or preferential right to acquire any shares or securities of the corporation, including shares or securities held in the treasury of the corporation.

(g) Dissolution or Liquidation. Upon any dissolution or liquidation, whether voluntary or involuntary, the holders of shares of preferred stock shall be entitled to receive out of the assets of the corporation, whether such assets are capital or surplus, the sum initially paid per share and a further amount equal to any dividend thereon declared and unpaid to the date of such distribution, before any payment shall be made or any assets distributed to the holders of common stock, in addition to any other liquidation preference accorded to any particular series or class of preferred stock. Upon any dissolution or liquidation, whether voluntary or involuntary, if the assets thus distributed among the holders of preferred stock are insufficient to permit the payment to such shareholders of the full preferential amounts, the holders of such shares shall be entitled to receive ratably all the remaining assets. A merger or consolidation of this corporation with or into any other corporation or corporations shall not be deemed to be a dissolution or liquidation within the meaning of this provision.

THIRD: The stockholders of the corporation approves the amendment on November 13, 2006.

FOURTH: The number of shares entitled to vote on the amendment was 25,980,402, approximately 61% of which voted for the amendment at a special meeting of the stockholders held on November 13, 2006.

FIFTH: The foregoing amendment to the articles of incorporation shall be effective upon the filing of this Certificate of Amendment.

IN WITNESS WHEREOF, Kuhlman Company, Inc. has caused its duly authorized officer to execute this certificate on this 14^th day of November, 2006.

/s/ Scott Kuhlman

SCOTT J. KUHLMAN,

President and Chief Executive Officer

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