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): July 29, 2005

                                  HEMCURE, INC.
             (Exact name of registrant as specified in its charter)

           Minnesota                    005-80848                 84-0916792
 (State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
       of incorporation)                                     Identification No.)

                        5353 Manhattan Circle, Suite 101
                            Boulder, Colorado 80303
              (Address of principal executive offices) (Zip code)

                                 (303) 499-6000
              (Registrant's telephone number, including area code)

                                      N/A
         (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))




Item 3.02    Unregistered Sales of Equity Securities

On August  5,  2005,Hemcure,  Inc.  (the  "Company")  entered  into a  privately
negotiated transaction with the holder of its Notes Payable currently in default
(the  "Note")  pursuant  to which  the  holder  exchanged  the Note and  accrued
interest, an aggregate amount of $1,875,100, for 218,750 shares of the Company's
common  stock,  par value  $0.01 per  share.  The  shares  were  issued  without
registration  under the  Securities Act of 1933 in reliance upon Section 4(2) of
the Act and  Regulation  D  thereunder.  No  underwriters  were  involved and no
commissions or other consideration was paid in connection with the exchange.

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

On July 29, 2005 the Company received  notification from the Minnesota Secretary
of State that a Certificate  of Amendment to the Company's  Amended and Restated
Articles of Incorporation,  reflecting the approved  amendments,  was filed with
Minnesota Secretary of State on July 20, 2005. Attached as Exhibit 3.1 is a copy
of  the  Certificate  of  Amendment.   The  amendment  increased  the  Company's
authorized  shares from  10,000,000  to  800,000,000  shares of common stock and
eliminated cumulative voting for directors.

Item 9.01    Financial Statements and Exhibits

Exhibits

3.1 Certificate of Amendment of Amended Articles of  Incorporation,  as amended,
of Hemcure,  Inc., dated July 1, 2005 and filed with the Minnesota  Secretary of
State on July 20, 2005.







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                                   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.

Date: August 5, 2005                  By:    /s/ Michael Friess
                                             -----------------------------------
                                      Name:  Michael Friess
                                      Title: Chairman of the Board and Chief
                                             Executive Officer




















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