-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q8XJJjZXvUiflTyVf7ASDRAm8VHUV9srCZI4hgfLG8K8sQrTW7X58rlQo8VhhK3N UceDNBHBHNOJOzPETW1r3A== 0001144204-06-023450.txt : 20060602 0001144204-06-023450.hdr.sgml : 20060602 20060602120750 ACCESSION NUMBER: 0001144204-06-023450 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060602 DATE AS OF CHANGE: 20060602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMCURE INC CENTRAL INDEX KEY: 0000810208 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 840916792 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51543 FILM NUMBER: 06882153 BUSINESS ADDRESS: STREET 1: 5353 MANHATTAN CIRCLE STREET 2: SUITE 101 CITY: BOULDER STATE: CO ZIP: 80303 BUSINESS PHONE: 3034996000 MAIL ADDRESS: STREET 1: 5353 MANHATTAN CIRCLE STREET 2: SUITE 101 CITY: BOULDER STATE: CO ZIP: 80303 8-K 1 v044757_8-k.htm
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): May 26, 2006
 
 
Hemcure, Inc.
(Exact name of registrant as specified in charter)

Minnesota
(State or other jurisdiction of incorporation)


        000-51543       
         84-0916792       
(Commission File Number)
(IRS Employer Identification No.)
   
5353 Manhattan Circle
  
Suite 101
  
        Boulder, Colorado       
     80303    
(Address of principal executive offices)
(Zip Code)

        (303) 499-6000       
(Issuer's Telephone Number)


         Not applicable.      
(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:

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

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

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 5.01. CHANGES IN CONTROL OF REGISTRANT

On May 26, 2006, Synergy Business Consulting, LLC, a Delaware limited liability company (the “Purchaser”), entered into a Stock Purchase Agreement, with Alan Goldstone (“Goldstone”), Michael Friess (“Friess”), Dave Lilja (“Lilja”), and Sanford Schwartz (“Swartz”; Goldstone, Friess, and Lilja each a “Seller” and collectively the “Sellers”), pursuant to such agreement, the Sellers sold in the aggregate 7,218,750 (2,187,500 from Goldstone; 2,406,250 from Schwartz; 2,187,500 from Friess; and 437,500 from Lilja) shares of Common Stock of Hemcure, Inc., a Minnesota corporation (the “Company”), collectively representing approximately 73.20% of the total issued and outstanding shares of Common Stock of the Company. The total purchase price for the shares referenced above (the “Shares”) was $525,000.00 (Five Hundred Twenty-Five Thousand Dollars).

The Purchaser used its own working capital to purchase the Shares.

Neither the Purchaser nor any of its affiliates have any relationship with the Seller or any of its affiliates other than with respect to the Stock Purchase Agreement. There were no arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

Effective May 26, 2006, Sanford Schwartz resigned as Director of the Company.

Effective May 26, 2006, John Venette resigned as Director and Secretary, Treasurer, and Chief Financial Officer of the Company. Michael Friess, the then sole remaining Director of the Company, appointed Bartly J. Loethen, to replace Mr. Venette as a Director of the Company.

Effective May 30, 2006, Michael Friess resigned as Director and CEO/President of the Company and was replaced by Bartly J. Loethen. Mr. Loethen was also appointed as Secretary, Treasurer, and Chief Financial Officer of the Company.

Bartly J. Loethen is also a majority-owner and manager of Synergy Business Consulting, LLC.

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                                      
 
Name: Bartly Loethen
 
Title: Chief Executive Officer and President

Dated: May 31, 2006
 
 
 
 
 
 -----END PRIVACY-ENHANCED MESSAGE-----