Download Xun Energy, Inc.

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):
February 13, 2012
XUN ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
000-53466
(State of incorporation)
(Commission File Number)
26-1616719
(IRS Employer Identification
No.)
12518 NE Airport Way, Suite 148 No. 156 Portland Oregon 97230
(Address of principal executive offices)
775-200-0505
(Registrant's telephone number, including area code)
___N/A___
(Former Name or former address if changed from 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):
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))
Forward Looking Statements
Certain statements included in this Form 8-k regarding Xun Energy, Inc. ( “Company”) that are not historical facts
are
forward-looking statements,
including
the
information
provided
with
respect
to the future
business operations and anticipated operations of the Company. These forward-looking statements are based on current
expectations, estimates, assumptions and beliefs of management, and words such as "expects," "anticipates
,"
"intends,"
"plans,"
"believes,"
"estimates"
and
similar
expressions
are
intended
to
identify such forward-looking statements. These forward-looking statements involve risks and uncertainties, including, but
not limited to, the success of our current or proposed business activities. Accordingly, actual results may differ.
Section 1- Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On February 13, 2012, the Company entered into an agreement, Bill of Sale - ALRT, which provides in part for the
Company to acquire from Altmann Revocable Living Trust, RLT (ALRT) 100% of all of its rights, title and interest in Common
Voting Shares of Crockett Energy Corporation (CEC) for 45 million Units of the Company. The Purchase Price is $2,250,000.
A unit is defined as one (1) common voting share and one (1) warrant to purchase a common share of the Company. The
Company's warrants in this transaction shall entitle Altmann Revocable Living Trust, RLT the right to acquire one (1) common
voting share of the Company at the following exercise prices based on the following time periods:





Exercise price of $ .50 per share prior to Nov 30, 2012;
Exercise price of $1.00 per share prior to May 31, 2013;
Exercise price of $2.00 per share prior to May 31, 2014;
Exercise price of $3.00 per share prior to May 31, 2015;
Exercise price of $4.00 per share prior to May 31, 2016.
For a more detailed description of the Bill of Sale with Altmann Revocable Living Trust, RLT you should review the Bill
of Sale in its entirety which is attached hereto and marked Exhibit 10.1
On February 14, 2012, the Company entered into an agreement, Bill of Sale - Mikolajczyk, which provides in part for
the Company to acquire from Jerry G. Mikolajczyk, our President, CEO and Director, 100% of all of his rights, title and interest in
Common Voting Shares of Crockett Energy Corporation (CEC) for $1.00.
For a more detailed description of the Bill of Sale with Jerry G. Mikolajczyk you should review the Bill of Sale in its
entirety which is attached hereto and marked Exhibit 10.2
Crockett Energy Corporation is in the business of exploring, developing, operating, and investing in, acquiring, selling,
managing and drilling oil and gas properties.
Closing of the transaction is subject to the satisfaction of conditions precedent including but not limited to CEC acquiring
the producing West Crockett Oil and Gas leases based in Crockett County, Texas with a total acreage of 2,320.5 acres, more or
less, with 100% Working Interest, 75% Net Revenue Interest and CEC, as a minimum, securing financing of $5 million to
complete a 10 well drilling and development program on the West Crockett Oil and Gas Leases.
There can be no assurance that the proposed transaction will in fact close.
Item 9.01 Financial Statements and Exhibits.
Exhibit
10.1
Bill of Sale - ALRT
Exhibit
10.2
Bill of Sale - Jerry G. Mikolajczyk
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.
February 15, 2012
Xun Energy, Inc.
BY: /S/ Jerry G. Mikolajczyk
——————————————
Name: Jerry G. Mikolajczyk
Title: President/CEO
Exhibit 10.1
February 13, 2012
Altmann Revocable Living Trust, RLT
960 Canterbury Place, Suite 300
Escondido, California, 92025
Attention: Mr. Kenneth H. Lounsbery
BILL OF SALE
This Bill of Sale confirms the agreement between ALTMANN REVOCABLE LIVING TRUST, RLT, a trust registered in
the State of California ("ARLT") and XUN ENERGY, INC., a Nevada corporation ("XUN"). In this Bill of Sale, XUN and ARLT
are sometimes collectively called the "Parties,"
WHEREAS, Chris Bryan and Jerry G. Mikolajczyk were issued all common and/or preferred shares Crockett Energy
Corporation.
WHEREAS, Chris Bryan transferred and/or pledged all rights, title, and interest in his ownership interest in Crockett
Energy Corporation to ARLT. This transfer was to collateralize a loan agreement where ARLT loaned certain funds to Crockett
Energy Corporation to close that certain Purchase and Sale Agreement dated January 31, 2012 (“PSA”) for the West Crockett Oil
wells as identified in that PSA.
WHEREAS, the ARLT has rights, title and interest resulting from the transfer of Chris Bryan’s interest and now ARLT
owns all common and/or preferred shared in Crockett Energy Corporation previously held by Chris Bryan.
1.
THE TRANSACTION
a.
Basic Transaction
As consideration for the XUN Units, ARLT sells and/or assigns 100% of all of its rights, title and interest in Common
Voting Shares of Crockett Energy Corporation ("Crockett") to XUN ("ARLT's Interests") at the price (the "Purchase
Price") set forth in Paragraph 1b below.
b.
Purchase Price
In consideration for the rights, title and interest set forth in paragraph 1a above, XUN issues 45,000,000 Units of XUN
("XUN Units") with a market value of $0.05 per Unit for an aggregate of $2,250,000 ("Purchase Price"), fair market value
for the 100% interest in the issued and outstanding shares of CROCKETT.
A Unit is defined as one (1) common voting share and one (1) warrant to purchase a common share of XUN. XUN's
warrants in this transaction shall entitle ARLT the right to acquire one (1) common voting share of XUN at the following
exercise prices based on the following time periods:




Exercise price of $ .50 per share prior to Nov 30, 2012;
Exercise price of $1.00 per share prior to May 31, 2013;
Exercise price of $2.00 per share prior to May 31, 2014;

Exercise price of $3.00 per share prior to May 31, 2015;
Exercise price of $4.00 per share prior to May 31, 2016.
c.
Conditions Precedent
i.
XUN OIL CORPORATION acquires the producing West Crockett Oil and Gas leases based in Crockett County,
Texas with a total acreage of 2,320.5 acres, more or less, with 100% Working Interest, 75% Net Revenue
Interest;
ii.
XUN OIL CORPORATION, as a minimum, secured financing of $5 million to complete a 10 well drilling and
development program on the West Crockett Oil and Gas Leases.
XUN ENERGY, INC.
By: /s/ Jerry G. Mikolajczyk
Jerry G. Mikolajczyk
Its: President
Duly executed and agreed as to the Binding Provisions on February 13, 2012.
ALTMANN REVOCABLE LIVING TRUST, RLT
By: /s/ John Charles Maxwell Altmann, Trustee
Trustee Name: John Charles Maxwell Altmann
Exhibit 10.2
February 14, 2012
Jerry G. Mikolajczyk
Riverside Center
701 Riverside Park Place
Suite 302
Jacksonville, FL 32204
BILL OF SALE
This Bill of Sale confirms the agreement between Jerry G. Mikolajczyk, a resident of the State of Florida
("MIKOLAJCZYK") and XUN ENERGY, INC., a Nevada corporation ("XUN"). In this Bill of Sale, XUN and MIKOLAJCZYK
are sometimes collectively called the "Parties,"
WHEREAS, Chris Bryan and Jerry G. Mikolajczyk were issued all common and/or preferred shares Crockett Energy
Corporation.
1.
THE TRANSACTION
a.
Basic Transaction
As consideration for One dollar ($1.00), MIKOLAJCZYK sells and/or assigns 100% of all of his rights, title and interest
in Common Voting Shares of Crockett Energy Corporation ("Crockett") to XUN ("MIKOLAJCZYK's Interests").
b.
Conditions Precedent
i.
XUN OIL CORPORATION acquires the producing West Crockett Oil and Gas leases based in Crockett County,
Texas with a total acreage of 2,320.5 acres, more or less, with 100% Working Interest, 75% Net Revenue
Interest;
ii.
XUN OIL CORPORATION, as a minimum, secured financing of $5 million to complete a 10 well drilling and
development program on the West Crockett Oil and Gas Leases.
XUN ENERGY, INC
/s/ Kevin M. Grapes________________
Kevin M. Grapes
Its: Director
Duly executed and agreed as to the Binding Provisions on February 14, 2012.
JERRY G. MIKOLAJCZYK
/s/ Jerry G. Mikolajczyk____________
Jerry G. Mikolajczyk