EXHIBIT 3.1

                            CERTIFICATE OF AMENDEMNT
                                     OF THE
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                                  HEMCURE, INC.

         We, the undersigned,  Micheael Friess, as President,  and John Venette,
as Secretary of Hemcure,  Inc., a corporation  organized and existing  under the
laws of the State of  Minnesota,  do hereby  certify  that,  pursuant to actions
taken  at a  meeting  of the  shareholders  of the  Company  on June  25,  2005,
resolutions were duly adopted pursuant to Chapter 302A of the Minnesota Business
Corporation  Act by  the  affirmative  vote  of  more  than  a  majority  of the
outstanding common shares of the Company, amending the following Articles to the
Articles of Incorporation of the Company as follows:

Article IV
         The total authorized  shares of this corporation shall consist of Eight
Hundred  Million  (800,000,000)  voting  common shares having a par value of One
Cent ($.01) per share.

         Article V of the Articles of Incorporation,  which granted shareholders
the right of  cumulative  voting with respect to the election of  directors,  is
hereby removed.

         FURTHER  RESOLVED,  that the President and Secretary of the corporation
be, and they hereby are,  authorized  and  directed to file Amended and Restated
Articles of Incorporation  along with a Certificate of Amendment of the Articles
of Incorporation of this Company embodying the foregoing resolution and to cause
the same to be filed with the  Secretary  of State of the State of  Minnesota in
accordance with the laws of the State of Minnesota.  The amendment restating the
articles correctly sets forth without change the corresponding provisions of the
articles as previously amended.

IN WITNESS  WHEREOF,  we have hereunto  subscribed  our names as officers of the
Company pursuant to the foregoing resolution this 1st day of July 2005.

                                            HEMCURE, INC.

                                            by   /s/ Michael Friess
                                               ---------------------------------
                                                     Michael Friess
                                                     President


                                            by  /s/ John Venette
                                               ---------------------------------
                                                    John Venette
                                                    Secretary, Treasurer
(No Corporate Seal)


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