UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2014
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XUN ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Nevada | 000-53466 | 90-0669916 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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12759 NE Whitaker Way, #C453, Portland Oregon 97230
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(Address of principal executive offices; zip code) |
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Registrants telephone number, including area code: (775) 200-0505 Not applicable. (Former name or former address, if changed since last report):
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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:
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¨ | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2014, the shareholders of Xun Energy, Inc., (the Company), holding 57.145% of the outstanding voting power of the Company, agreed to increase the authorized shares of common stock, par value $0.0001 to 15,000,000,000. Thereafter, the Company filed with the State of Nevada, a Certificate of Amendment for such increase of shares of common stock (the Certificate). The Certificate was effective on May 15, 2014.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
XUN ENERGY, INC.
ARTICLE 3 of the Certificate of Incorporation is hereby amended as follows:
The aggregate number of shares of common stock that the Corporation will have authority to issue is Fifteen Billion, (15,000,000,000) par value $0.0001 par value (Common Shares) and Fifty Million (50,000,000) shares will be preferred stock, with a par value of $0.0001 per share ("Preferred Stock").
The Preferred Stock may be divided into and issued in series. The Board of Directors of the Corporation is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation is authorized, within any limitations prescribed by law and this Article, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock including but not limited to the following.
The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;
(a)
Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;
(b)
The amount payable upon shares in the event of voluntary or involuntary liquidation;
(c)
Sinking fund or other provisions, if any, for the redemption or purchase of shares;
(d)
The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;
(e)
Voting powers, if any, provided that if any of the Preferred Stock or series thereof shall have voting rights, such Preferred Stock or series shall vote only on a share for share basis with the Common Stock on any matter, including but not limited to the election of directors, for which such Preferred Stock or series has such rights; and
(f)
Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the Board of Directors of the Corporation may, at the time so acting, awfully fix and determine under the laws of the State of Nevada.
The Corporation shall not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of Common Stock or other class of stock junior to the Preferred Stock as to dividends or upon liquidation) in respect of Common Stock, or other class of stock junior to the Preferred Stock, nor shall it redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of Preferred Stock for the current period (and in the case of cumulative dividends, if any, payable to holders of Preferred Stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or have been set aside for payment, in accordance with the terms of the Preferred Stock, as fixed by the Board of Directors.
In the event of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to receive, before any payment or distribution on the Common Stock or any other class of stock junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such Preferred Stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease or exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be liquidation for the purposes of this Article.
The foregoing Certificate of Amendment to the Certificate of Incorporation was authorized by the Companys Board of Directors on May 14, 2014 and approved by the written consent of the holders of a majority of the Companys shareholders owning a majority of the outstanding issued and outstanding voting shares on a fully diluted basis.
The number of votes cast in favor of the amendment was sufficient for approval.
This Certificate of amendment is dated the 14th day of May, 2014
/s/ Jerry G. Mikolajczyk
President and CEO