UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~_______________________~~_____________

FORM 8-K

_____________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~of

~~SECURITIES~~The ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~October~~ 2November 17, 2014

XUN ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-53466

90-0669916

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

12759 NE Whitaker Way, #C453 Portland, OR

97230

(Address of principal executive offices)

(Zip Code)

(775) 200-0505

(Registrant’s telephone number, including area code)

_____________

[f8k20141121001.jpg]

XUN ENERGY, INC.

(Exact name of registrant as specified in its charter)

_____________


Nevada	000-53466	90-0669916
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12759 NE Whitaker Way, #C453, Portland, Oregon, 97230

(Address of Principal Executive Office) (Zip Code)

(775) 200-0505

(Registrant’s telephone number, including area code)

_____________

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) ¨ 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))

~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~1

~~o Pre-commencement~~ITEM ~~communications~~1.01. ~~pursuant~~ENTRY toINTO ~~Rule~~A ~~14d-2(b)~~MATERIAL ~~under~~DEFINITIVE ~~the Exchange Act (17 CFR 240~~AGREEMENT.~~14d-2(b))~~

~~o Pre-commencement~~On ~~communications~~November ~~pursuant~~17, to2014 ~~Rule~~the ~~13e-4~~Superior Court of Connecticut, Judicial District of Danbury (cthe “Court”) ~~under~~entered an Order for Approval of Stipulation for Settlement of Claims (the ~~Exchange~~“Order”) ~~Act~~in the matter titled Equity Capital Ventures, Inc. (17“ECVI”) ~~CFR~~v. ~~240~~Xun Energy, Inc.~~13e-4~~ (cthe “Company”). The Order relates to the Stipulation of the parties dated October 2, 2014 (the “Stipulation”) which the Court found to be fair, equitable and reasonable. The Stipulation resulted from the September 5, 2014 complaint filed by ECVI against the Company with respect to the Company’s failure to pay $1,834,935 in debt obligations (the “Debt”) which ECVI had acquired from 11 creditors of the Company (the “Debt Assignors”) pursuant to the execution of Debt Claim Purchase Agreements. The Debt Assignors, which included insiders of the Company, had voluntarily assigned all or a part of their respective receivables due from the Company to ECVI subject to Court approval.

~~ITEM~~Pursuant 4to the Stipulation, we are required to issue shares of the Company’s common stock (the “Shares”) to ECVI in an amount which will result in ECVI’s receipt of approximately $2,038,818 in net sales proceeds, $203,883 of which amount will be retained by ECVI and $1,834,935 of which amount will be transferred by ECVI to the Debt Assignors.01 The number of Shares to be issued to and sold by ECVI pursuant to the Stipulation cannot be determined at this time. The Stipulation gives the Company the right, at its option, to set a reasonable floor price before the beginning of each trading day, representing the minimum price at which ECVI may sell Shares during that day. In the event a floor price has not been provided for a trading day, the most recently provided floor price will apply to that trading day. The Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, and will be freely tradable by ECVI upon issuance. At no time will Shares be issued to ECVI in an amount which will result in ECVI owning more than 9.99% of the Company’s issued and outstanding shares and as such, the Shares to be issued to ECVI are expected to be issued in tranches. The Company is required to provide its transfer agent with an opinion authorizing and instructing the initial issuance of Shares to ECVI on or prior to November 24, 2014.

~~CHANGES~~The INStipulation ~~REGISTRANT~~also contains a restrictive covenant which restricts the Company and its affiliates, during the period in which ECVI holds any Shares, without the prior written consent of ECVI, from voting any shares of the Company owned or controlled by them (unless voting in favor of a proposal approved by a majority of the Company’Ss ~~CERTIFYING~~Board ~~ACCOUNTANT~~of Directors), or seeking to influence others to vote, in favor of (i) certain extraordinary corporate transactions involving the Company or any of its subsidiaries (such as mergers, reorganization or liquidation); (ii) the sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iii) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Company; (v) any other material change in the Company’s business or corporate structure; (vi) a change in the Company's charter, bylaws or instruments corresponding thereto; (vii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (viii) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934,

~~On October~~ 2, 2014 Weinberg & Baer LLC (“W&B”) resigned as our independent registered public accounting firm due to partner rotation regulations and the small size of W&B. On October 3, 2014 our board of directors engaged Anton & Chia, LLP (“A&C”) as our independent registered public accounting firm, effective as of October 3, 2014.

~~W&B’s~~as ~~report~~amended; on(ix) ~~our~~terminating ~~financial~~the ~~statements~~Company’s ~~for~~transfer ~~each~~agent of(x) ~~the~~taking ~~past~~any ~~two~~action ~~fiscal~~which ~~years~~would ~~ended~~impede ~~May~~the ~~31,~~purposes ~~2014~~ and ~~2013~~objects ~~did not contain an adverse opinion or disclaimer~~ of ~~opinion,~~the ~~nor~~Stipulation; ~~was it qualified~~ or ~~modified~~(xi) astaking toany ~~uncertainty~~action, ~~audit~~intention, ~~scope~~plan or ~~accounting~~arrangement ~~principles,~~similar ~~except that the report was qualified as~~ to ~~our~~any ~~ability~~of tothose ~~continue~~enumerated ~~as a going concern~~above.

~~During~~As ~~the~~a ~~fiscal~~result ~~years~~of ~~ended~~the ~~May~~Order ~~31, 2014~~ and ~~2013~~Stipulation, ~~and~~a ~~the~~total ~~subsequent~~of ~~interim period through October 2~~$1, ~~2014~~834,935 ~~there~~in ~~were~~accounts ~~no:~~payable ~~(i)~~and ~~disagreements~~accrued ~~with~~expenses ~~W&B~~will onbe ~~any~~satisfied ~~matter~~through ofthe ~~accounting~~issuance ~~principles~~and orsale ~~practices, financial statement disclosure, or auditing scope~~ of ~~procedure which, if not resolved to~~ the ~~satisfaction~~Shares ofas ~~W&B,~~provided ~~would~~above. ~~have~~The ~~caused~~Debt ~~W&B~~will tocome ~~make~~off ~~reference to~~ the ~~matter~~Company’s inbalance ~~their~~sheet ~~report,~~and orwill ~~(ii)~~significantly ~~reportable~~improve ~~events~~the asliquidity ~~defined in Item 304(a)(1)(v)~~ of ~~Regulation~~the ~~S-K~~Company.

~~During~~ITEM ~~the~~3.02. ~~fiscal~~UNREGISTERED ~~years~~SALES ~~ended~~OF May 31, 2014 and 2013 and the subsequent interim period through October 2, 2014, neither we nor anyone acting on our behalf consulted A&C regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)SECURITIES.

The information set forth in Item 1.01 of this Current Report is incorporated herein by reference.

As the result of the Order, the Shares to be issued to ECVI will be issued pursuant to the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended.

ITEM 9.01

EXHIBITS

(d) Exhibits

Exhibits filed as part of this Current Report are as follows:

Exhibit No.		Exhibit Description
10.1		~~Resignation~~Stipulation ~~Letter~~between ofRegistrant ~~Weinberg~~and &Equity ~~Baer~~Capital ~~LLC~~Ventures Inc. dated October 2, 2014
16.1		Letter from Weinberg & Baer LLC dated October 6, 2014 regarding changes in Registrant’s certifying accountant
10.2		Order of the Superior Court of Connecticut for the Judicial District of Danbury dated November 17, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

Date: November 21, 2014

XUN ENERGY, INC.

~~Date: October~~/s/ 7,Jerry ~~2014~~G. Mikolajczyk

By: ~~/s/~~ Jerry G. Mikolajczyk

~~Name~~Title: ~~Jerry~~ G.President ~~Mikolajczyk~~and CEO

~~Title: President and Chief Executive Officer~~4

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