Current Report Filing (8-k)

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): June 5, 2015

_____________

[f8k20150607001.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:


¨	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))

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 5, 2015, the Company executed a Board Member Agreement, approved by the Board of the Company on May 29, 2015, between Xun Energy, Inc. and Mr. Peter M. Matousek. Mr. Matousek is the Company’s Vice-President, Shareholder Relations and has been a board member of the Company since March 2, 2010.

Mr. Matousek will receive 5,000 shares per month of the Company’s common stock in consideration for his serving on the Company’s Board of Directors. The common stock will be valued based on the average of the 5 trading day close price prior to each month end. If the Company achieves certain milestones, he may receive additional compensation. Additional compensation may be paid subject to the Company reaching certain milestones. In addition, the Company will reimburse Mr. Matousek for the preapproved cost of airfare, travel expenses and disbursements made on behalf of the Company. A copy of the Board Member Agreement between Xun Energy, Inc. and Mr. Peter M. Matousek as Board Member, Contract No. S20150601 is attached as Exhibit 10.1.

On June 5, 2015, the Company executed a Board Member Agreement, approved by the Board of the Company on May 29, 2015, between Xun Energy, Inc. and Mr. William D. Spier. Mr. Spier is the Company’s Treasurer, Chairman of the Company's Audit Committee and has been a board member of the Company since May 22, 2012.

Mr. Spier will receive 5,000 shares per month of the Company’s common stock in consideration for his serving on the Company’s Board of Directors. The common stock will be valued based on the average of the 5 trading day close price prior to each month end. If the Company achieves certain milestones, he may receive additional compensation. Additional compensation may be paid subject to the Company reaching certain milestones. In addition, the Company will reimburse Mr. Spier for the preapproved cost of airfare, travel expenses and disbursements made on behalf of the Company. A copy of the Board Member Agreement between Xun Energy, Inc. and Mr. William D. Spier as Board Member, Contract No. S20150602 is attached as Exhibit 10.2.

On June 5, 2015, the Company executed a Management And Financial Services Agreement, approved by the Board of the Company on May 29, 2015, between Xun Energy, Inc. and Mr. William D. Spier as Treasurer. Mr. Spier is a Board Member of the Company, Chairman of the Company's Audit Committee and has been Treasurer of the Company since October 23, 2012.

As the Company’s Treasurer, Mr. Spier will be paid a salary of $120,000 for the term commencing June 1, 2015 and ending May 31, 2016. If the Company achieves certain milestones, he may receive additional compensation. Additional compensation may be paid subject to the Company reaching certain milestones. In addition, the Company will reimburse Mr. Spier for the preapproved cost of airfare, travel expenses and disbursements made on behalf of the Company. A copy of the Management And Financial Services Agreement between Xun Energy, Inc. and Mr. William D. Spier as Treasurer, Contract No. S20150603 is attached as Exhibit 10.3.

On June 5, 2015, the Company executed a Management And Financial Services Agreement, approved by the Board of the Company on May 29, 2015, between Xun Energy, Inc. and Mr. Peter Matousek as Vice-President, Shareholder Relations. Mr. Matousek is a Board Member of the Company and has been Vice-President, Shareholder (Investor) Relations since May 31, 2011.

As the Company’s Vice-President, Shareholder Relations, Mr. Matousek will be paid a salary of $120,000 for the term commencing June 1, 2015 and ending May 31, 2016. If the Company achieves certain milestones, he may receive additional compensation. Additional compensation may be paid subject to the Company reaching certain milestones. In addition, the Company will reimburse Mr. Matousek for the preapproved cost of airfare, travel expenses and disbursements made on behalf of the Company. A copy of the Management And Financial Services Agreement between Xun Energy, Inc. and Mr. Peter Matousek as Vice-President, Shareholder Relations, Contract No. S20150604 is attached as Exhibit 10.4.

On June 5, 2015, the Company executed a Management And Financial Services Agreement, approved by the Board of the Company on May 29, 2015, between Xun Energy, Inc. and Mr. Jerry G. Mikolajczyk as President, Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Mr. Mikolajczyk is a Board Member of the Company and has been President, CEO and CFO since May 31, 2011.

As the Company’s President, CEO and CFO, Mr. Mikolajczyk will be paid a salary of $180,000 for the term commencing June 1, 2015 and ending May 31, 2016. If the Company achieves certain milestones, he may receive additional compensation. Additional compensation may be paid subject to the Company reaching certain milestones. In addition, the Company will reimburse Mr. Mikolajczyk for the preapproved cost of airfare, travel expenses and disbursements made on behalf of the Company. A copy of the Management And Financial Services Agreement between Xun Energy, Inc. and Mr. Jerry G. Mikolajczyk as President, Chief Executive Officer and Chief Financial Officer, Contract No. S20150605 is attached as Exhibit 10.5.

ITEM 9.01

EXHIBITS

(d) Exhibits

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


Exhibit No.		Exhibit Description
10.1		Board Member Agreement between Xun Energy, Inc. and Mr. Peter M. Matousek as Board Member, Contract No. S20150601
10.2		Board Member Agreement between Xun Energy, Inc. and Mr. William D. Spier as Board Member, Contract No. S20150602
10.3		Management And Financial Services Agreement between Xun Energy, Inc. and Mr. William D. Spier as Treasurer, Contract No. S20150603
10.4		Management And Financial Services Agreement between Xun Energy, Inc. and Mr. Peter Matousek as Vice-President, Shareholder Relations, Contract No. S20150604
10.5		Management And Financial Services Agreement between Xun Energy, Inc. and Mr. Jerry G. Mikolajczyk as President, Chief Executive Officer and Chief Financial Officer, Contract No. S20150605

SIGNATURE

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 thereunto duly authorized.

Date: June 8, 2015

XUN ENERGY, INC.

/s/ Jerry G. Mikolajczyk

By: Jerry G. Mikolajczyk

Title: President and CEO

Exhibit 10.1

BOARD MEMBER AGREEMENT

BETWEEN

XUN ENERGY, INC.

AND

PETER M. MATOUSEK

DIRECTOR

Contract No. S20150601

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and Peter M. Matousek (MATOUSEK).

SERVICES TO BE PERFORMED: MATOUSEK shall perform the Duties and additional tasks as outlined in Attachment A, Scope of Services, attached hereto and made a part of this agreement.

TERM OF THE AGREEMENT: The term of the Agreement shall commence on June 1, 2015 and continue in effect through May 31, 2016.

COMPENSATION: In consideration for services provided, XUN shall pay MATOUSEK 5,000 shares per month in stock of XUN. The stock will be valued based on the average of the 5 trading day close price prior to each month end. This amount includes all costs related to the engagement except 3^rd party or travel expenses.

The terms and conditions of this Agreement will be renegotiated upon the successful consummation of a business combination through (i) the acquisition of, or merger or consolidation with, a company that has substantial additional capital and or operating revenues; or (ii) the Company is able to finance operating expenses with additional debt or through equity financing of not less than $5,000,000.

XUN shall reimburse MATOUSEK for the preapproved cost of airfare, travel expenses and disbursements made on behalf of XUN.

AUTHORIZED REPRESENTATIVES AND NOTICES: XUN and MATOUSEK shall each designate, in writing, an Authorized Representative who has authority to make changes to the scope, terms and conditions of this Agreement.

4.1

For XUN:

Jerry G. Mikolajczyk, President and CEO

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (775) - 200-0505

Fax: (321) 238-0141

Email: jerrygmik@aol.com

CONTRACT NO: S20150601

4.2

For MATOUSEK:

PETER M. MATOUSEK

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (503)847-1802

Fax: (321)-238-0141Email: novakcapital@hotmail.com

4.3

Notices, requests, demands and other communications to any party or given provided under this Agreement shall be in writing and delivered personally, by overnight delivery or courier, by registered mail, email or by telecopier (with confirmation received) to the parties at the address, email address or telecopy number specified for such parties above (or at such other address or telecopy number as may be specified by a party in writing given at least five business days prior thereto). All notices, requests, demands and other communications will be deemed delivered when actually received.

INDEMNIFICATION AND INSURANCE: XUN shall indemnify, hold harmless, and defend MATOUSEK from and against any and all loss, cost, expense, damage, liability or claim thereof, including court costs and attorneys’ fees, occasioned by or in any way whatsoever arising out of the performance or nonperformance of the work/services, by MATOUSEK, its agents and non-assigned employees unless the act or omission is shown to have been in bad faith or is the result of gross negligence.

GENERAL PROVISIONS

6.1

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between XUN and MATOUSEK relating to the subject matter hereof and supersedes any previous agreements or understandings, oral or written.

6.2

INDEPENDENT CONTRACTOR: The services provided by MATOUSEK, including his employees/consultants is that of an independent contractor and not an employee of XUN.

6.3

ASSIGNMENT AND SUBCONTRACTS: MATOUSEK or XUN shall not assign, transfer, or subcontract this Agreement or any portion thereof, and any assignment, transfer, change or subcontract in violation of this Agreement shall be void without written approval by both parties.

6.4

NONDISCRIMINATION AND AFFIRMATIVE ACTION: During performance of this Agreement MATOUSEK, his employees, agents and subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical disability, medical condition, marital status, age or sex, and shall take affirmative action to assure that applicants are lawfully employed, and the employees are lawfully treated during their employment, without regard to their race, religion, color, national origin, ancestry, physical disability, mental condition, marital status, age or sex.

6.5

TERMINATION AND SUSPENSION: Either Party may, upon giving the other party a 30 calendar day notice, terminate this Agreement by giving written notice specifying

CONTRACT NO: S20150601

the effective date and scope of such termination. MATOUSEK shall be entitled to receive payment for work/services provided by MATOUSEK prior to termination of the Agreement as reflected in monthly timecards.

The Company shall have the right to terminate this Agreement at any time for Cause, which termination shall be effective immediately. Termination for "Cause" shall include termination for:

(i)

material breach of this Agreement by Matousek;

(ii)

intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the reasonable directives, or the Companies policies and procedures;

(iii)

Matousek’s gross negligence in the performance of his material duties under this Agreement;

(iv)

Matousek’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Company, that in the reasonable judgment of the President and/or the Board of Directors materially and adversely affects the Company;

(v)

Matousek’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude.

(vi)

the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of Matousek’s duties of care, loyalty and good faith to the Company.

(vii)

Matousek's failure to observe the customary SEC requirements regarding reporting of Company stock ownership, avoiding insider trading and short-swing transactions, and such other requirements as directors of public companies as may apply now and in the future.

Cause will not, however, include any actions or circumstances constituting Cause under (i) or (ii) above if Matousek cures such actions or circumstances within 30 days of receipt of written notice from the Company setting forth the actions or circumstances constituting Cause. In the event this Agreement is terminated for Cause, Matousek shall thereafter have no right to receive compensation or other benefits under this Agreement.

6.6

SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, XUN and MATOUSEK shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby.

6.7

AMENDMENT: Except as expressly provided herein, the provisions of this Agreement shall not be altered, modified or amended except through the execution of a written amendment executed by XUN and MATOUSEK.

6.8

STOCK RESTRUCTURE: In the event of a stock restructure, forward split or reverse split, the amount of shares issued for remuneration in Section 3 will survive the forward split or reverse split.

6.9

COUNTERPARTS: This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument.

CONTRACT NO: S20150601

6.10

WAIVER OF JURY TRIAL: EACH OF THE COMPANY AND MATOUSEK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING OR ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY LAWSUIT, PROCEEDING OR ACTION WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

6.11

GOVERNING LAW, CHOICE OF FORUM: This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state, without reference to conflicts of laws provisions. Each of the Company and Matousek irrevocably and unconditionally submits to and accepts the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or (if such court is not available) the courts of the State of New York located in the County of New York, for any action, suit, or proceeding arising out of or based upon this Agreement or any matter relating to this Agreement, and waives any objection that it may have to the laying of venue in any such court or that such court is an inconvenient forum or does not have personal jurisdiction over it.

XUN ENERGY, INC.

PETER M. MATOUSEK

By: /s/ Jerry G. Mikolajczyk

/s/ Peter M. Matousek

Jerry G. Mikolajczyk

PETER M. MATOUSEK

Date: June 5, 2015

CONTRACT NO: S20150601

ATTACHMENT A

Scope of Services

Contract S20150601

Responsibilities:

Typical duties include

Governing the organization by establishing broad policies and objectives;

Selecting, appointing, supporting and reviewing the performance of the chief executive;

Approving annual budgets;

Accounting to the stakeholders for the organization's performance.

Keeps the organization’s mission, values, and vision out front.

Long range planning for the organization.

Maintains accountability to funders and investors.

Review and approves the annual budget, major program plans, and organizational policies.

Evaluates the organizational effectiveness.

Hires and evaluates the executive director.

Represents public need and interest within the organization.

Represents the organization to the public.

Specific Duties:

Complete acquisition of target companies

Assist with completing Board Policies and Procedures including Committee Policies and procedures

Assist on Board member selection

Other Board duties as required

Responsibilities of Individual Directors:

Participate actively in meetings and decision making.

Asks questions!

Be well informed about what the organization does and how it does it, and about the environment in which the company operates.

Promote the organization’s purpose and programs in the community.

Give to the organization.

CONTRACT NO: S20150601

Exhibit 10.2

BOARD MEMBER AGREEMENT

BETWEEN

XUN ENERGY, INC.

AND

WILLIAM D. SPIER

DIRECTOR

Contract No. S20150602

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and WILLIAM D. SPIER (SPIER).

SERVICES TO BE PERFORMED: SPIER shall perform the Duties and additional tasks as outlined in Attachment A, Scope of Services, attached hereto and made a part of this agreement.

TERM OF THE AGREEMENT: The term of the Agreement shall commence on June 1, 2015 and continue in effect through May 31, 2016.

COMPENSATION: In consideration for services provided, XUN shall pay SPIER 5,000 shares per month in stock of XUN. The stock will be valued based on the average of the 5 trading day close price prior to each month end. This amount includes all costs related to the engagement except 3^rd party or travel expenses.

XUN shall reimburse SPIER for the preapproved cost of airfare, travel expenses and disbursements made on behalf of XUN.

AUTHORIZED REPRESENTATIVES AND NOTICES: XUN and SPIER shall each designate, in writing, an Authorized Representative who has authority to make changes to the scope, terms and conditions of this Agreement.

4.1

For XUN:

Jerry G. Mikolajczyk, President and CEO

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (775) - 200-0505

Fax: (321) 238-0141

Email: jerrygmik@aol.com

CONTRACT NO: S20150602

4.2

For SPIER:

WILLIAM D. SPIER

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (718)-624-7747

Fax: (321)-238-0141Email: wspier@nyc.rr.com

4.3

INDEMNIFICATION AND INSURANCE: XUN shall indemnify, hold harmless, and defend SPIER from and against any and all loss, cost, expense, damage, liability or claim thereof, including court costs and attorneys’ fees, occasioned by or in any way whatsoever arising out of the performance or nonperformance of the work/services, by SPIER, its agents and non-assigned employees unless the act or omission is shown to have been in bad faith or is the result of gross negligence.

GENERAL PROVISIONS

6.1

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between XUN and SPIER relating to the subject matter hereof and supersedes any previous agreements or understandings, oral or written.

6.2

INDEPENDENT CONTRACTOR: The services provided by SPIER, including his employees/consultants is that of an independent contractor and not an employee of XUN.

6.3

ASSIGNMENT AND SUBCONTRACTS: SPIER or XUN shall not assign, transfer, or subcontract this Agreement or any portion thereof, and any assignment, transfer, change or subcontract in violation of this Agreement shall be void without written approval by both parties.

6.4

NONDISCRIMINATION AND AFFIRMATIVE ACTION: During performance of this Agreement SPIER, his employees, agents and subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical disability, medical condition, marital status, age or sex, and shall take affirmative action to assure that applicants are lawfully employed, and the employees are lawfully treated during their employment, without regard to their race, religion, color, national origin, ancestry, physical disability, mental condition, marital status, age or sex.

6.5

CONTRACT NO: S20150602

for work/services provided by SPIER prior to termination of the Agreement as reflected in monthly timecards.

The Company shall have the right to terminate this Agreement at any time for Cause, which termination shall be effective immediately. Termination for "Cause" shall include termination for:

(i)

material breach of this Agreement by Spier;

(ii)

intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the reasonable directives, or the Companies policies and procedures;

(iii)

Spier’s gross negligence in the performance of his material duties under this Agreement;

(iv)

Spier’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Company, that in the reasonable judgment of the President and/or the Board of Directors materially and adversely affects the Company;

(v)

Spier’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude.

(vi)

the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of Spier’s duties of care, loyalty and good faith to the Company.

(vii)

Spier's failure to observe the customary SEC requirements regarding reporting of Company stock ownership, avoiding insider trading and short-swing transactions, and such other requirements as directors of public companies as may apply now and in the future.

Cause will not, however, include any actions or circumstances constituting Cause under (i) or (ii) above if Spier cures such actions or circumstances within 30 days of receipt of written notice from the Company setting forth the actions or circumstances constituting Cause. In the event this Agreement is terminated for Cause, Spier shall thereafter have no right to receive compensation or other benefits under this Agreement.

6.6

SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, XUN and SPIER shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby.

6.7

6.8

STOCK RESTRUCTURE: In the event of a stock restructure, forward split or reverse split, the amount of shares issued for remuneration in Section 3 will survive the forward split or reverse split.

6.9

CONTRACT NO: S20150602

6.10

WAIVER OF JURY TRIAL: EACH OF THE COMPANY AND SPIER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING OR ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY LAWSUIT, PROCEEDING OR ACTION WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

6.11

GOVERNING LAW, CHOICE OF FORUM: This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state, without reference to conflicts of laws provisions. Each of the Company and Spier irrevocably and unconditionally submits to and accepts the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or (if such court is not available) the courts of the State of New York located in the County of New York, for any action, suit, or proceeding arising out of or based upon this Agreement or any matter relating to this Agreement, and waives any objection that it may have to the laying of venue in any such court or that such court is an inconvenient forum or does not have personal jurisdiction over it.

XUN ENERGY, INC.

WILLIAM D. SPIER

By: /s/ Jerry G. Mikolajczyk

/s/ William D. Spier

Jerry G. Mikolajczyk

William D. Spier

Date: June 5, 2015

CONTRACT NO: S20150602

ATTACHMENT A

Scope of Services

Contract S20150602

Responsibilities:

Typical duties include

Governing the organization by establishing broad policies and objectives;

Selecting, appointing, supporting and reviewing the performance of the chief executive;

Approving annual budgets;

Accounting to the stakeholders for the organization's performance.

Keeps the organization’s mission, values, and vision out front.

Long range planning for the organization.

Maintains accountability to funders and investors.

Review and approves the annual budget, major program plans, and organizational policies.

Evaluates the organizational effectiveness.

Hires and evaluates the executive director.

Represents public need and interest within the organization.

Represents the organization to the public.

Specific Duties:

Complete acquisition of target companies

Assist with completing Board Policies and Procedures including Committee Policies and procedures

Assist on Board member selection

Other Board duties as required

Responsibilities of Individual Directors:

Participate actively in meetings and decision making.

Asks questions!

Be well informed about what the organization does and how it does it, and about the environment in which the company operates.

Promote the organization’s purpose and programs in the community.

Give to the organization.

CONTRACT NO: S20150602

Exhibit 10.3

MANAGEMENT AND FINANCIAL SERVICES AGREEMENT

BETWEEN

XUN ENERGY, INC.

AND

WILLIAM D. SPIER

FOR

MANAGEMENT AND FINANCIAL SERVICES AS TREASURER

Contract No. S20150603

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and WILLIAM D. SPIER (SPIER).

SERVICES TO BE PERFORMED: SPIER shall perform management and financial services including TREASURER Duties and additional tasks as outlined in Attachment A, Scope of Services, attached hereto and made a part of this agreement.

TERM OF THE AGREEMENT: The term of the Agreement shall commence on June 1, 2015 and continue in effect through May 31, 2016.

COMPENSATION: In consideration for services provided, XUN shall pay SPIER a sum not to exceed $120,000 in cash payments. This amount includes all costs related to the engagement of the Treasurer except 3^rd party or travel expenses.

SPIER shall invoice XUN on a monthly basis on the following basis:

Treasurer - $10,000 per month for a minimum of 20 hours per month

SPIER shall submit to XUN a timecard on a monthly basis which, when approved, will serve as documentation for billing by SPIER.

The terms and conditions will be renegotiated upon the successful consummation of a Business Combination through the acquisition of, or merger or consolidation with, a company that has substantial additional capital and or operating revenues; or the Company is able to finance operating expenses with additional debt or through equity financing of not less than $5,000,000.

XUN shall reimburse SPIER for the cost of airfare and travel expenses and preapproved disbursements made on behalf of XUN.

CONTRACT NO: S20150603

4.1

For XUN:

Jerry G. Mikolajczyk, President and CEO

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (775) - 200-0505

Fax: (321) 238-0141

Email: jerrygmik@aol.com

4.2

For SPIER:

William D. Spier

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (503)-332-9675

Fax:

Email: wspier@nyc.rr.com

4.3

Notices provided under this Agreement shall be in writing.

INDEMNIFICATION AND INSURANCE: Intentionally Deleted

GENERAL PROVISIONS

6.1

6.2

INDEPENDENT CONTRACTOR: The services provided by the SPIER, including its employees/consultants is an independent contractor and is not an employee of XUN in performing its Services under this Agreement.

6.3

AUDIT AND RECORDS: SPIER shall retain all pertinent records and shall be subject to, with reasonable notice, the examination and audit of XUN, its representatives and the state auditor for a period of three years after final payment under this Agreement.

6.4

6.5

NONDISCRIMINATION AND AFFIRMATIVE ACTION: During performance of this Agreement SPIER, its employees, agents and subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical disability, medical condition, marital status, age or

CONTRACT NO: S20150603

sex, and shall take affirmative action to assure that applicants are lawfully employed, and the employees are lawfully treated during their employment, without regard to their race, religion, color, national origin, ancestry, physical disability, mental condition, marital status, age or sex.

6.6

TERMINATION AND SUSPENSION: Either Party may, upon giving the other party a 30 calendar day notice, terminate this Agreement by giving written notice specifying the effective date and scope of such termination. SPIER shall be entitled to receive payment for work/services provided by SPIER prior to termination of the Agreement as reflected in monthly timecards.

6.7

SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, XUN and SPIER shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby.

6.8

XUN agrees to pay all appropriately presented invoices within 14 days once XUN has completed its funding. All invoices will be accrued until funding is completed by XUN.

6.9

XUN ENERGY, INC.

WILLIAM D. SPIER

By: /s/ Jerry G. Mikolajczyk

/s/ William D. Spier

Jerry G. Mikolajczyk, President

William D. Spier

Date: June 5, 2015

CONTRACT NO: S20150603

ATTACHMENT A

Scope of Services

Contract S20150603

Responsibilities:

Responsible to carry out the strategic plans and policies as established by the board of directors.

Reports to the President

To implement the strategic goals and objectives of the organization

With the President, enable the Board to fulfill its governance function

To give direction and leadership toward the achievement of the organization's philosophy, mission, strategy, and its annual goals and objectives

Responsible for corporate liquidity, investments, and risk management related to the company's financial activities.

Treasurer duties include, but are not limited to:

LEADER

Advises the President

Advocates / promotes organization and stakeholder change related to organization mission

Supports motivation of employees in organization products/programs and operations

VISIONARY / INFORMATION BEARER

Ensures the Company have sufficient and up-to-date information

Looks to the future for change opportunities

Interfaces between Board and employees

Interfaces between organization and community

DECISION MAKER

Formulates policies and planning recommendations to the President

Decides or guides courses of action in operations by staff

MANAGER

Oversees operations of organization

Implements plans

Manages human resources of organization

Manages financial and physical resources

BOARD DEVELOPER

Assists in the selection and evaluation of board members

Makes recommendations, supports President during orientation and self-evaluation

CONTRACT NO: S20150603

Specific Duties:

Assist President with acquisition of target company

Assist President with SEC filings on a timely manner

Assist President to complete Board Policies and Procedures including Committee Policies and procedures

Assist Company on Board member selection

Assist President with purchase of D & O insurance

Assist President to establish SOX guidelines and procedures

Assist Target Company in completing tasks to ensure smooth closing on Target Company.

Assist President with the forecast of cash flow positions, related borrowing needs, and available funds for investment

Assist President to ensure that sufficient funds are available to meet ongoing operational and capital investment requirements

Maintain credit rating agency relationships

Assist the President to arrange for equity and debt financing

Advise management on the liquidity aspects of its short- and long-range planning

Maintain a system of policies and procedures that impose an adequate level of control over treasury activities

Other duties as required

CONTRACT NO: S20150603

Exhibit 10.4

MANAGEMENT AND FINANCIAL SERVICES AGREEMENT

BETWEEN

XUN ENERGY, INC.

AND

PETER MATOUSEK

FOR

MANAGEMENT AND FINANCIAL SERVICES AS VICE PRESIDENT, SHAREHOLDER RELATIONS

Contract No. S20150604

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and PETER MATOUSEK (MATOUSEK).

SERVICES TO BE PERFORMED: MATOUSEK shall perform management and financial services including Vice President, Shareholder Relations and additional tasks as outlined in Attachment A, Scope of Services, attached hereto and made a part of this agreement.

TERM OF THE AGREEMENT: The term of the Agreement shall commence on June 1, 2015 and continue in effect through May 31, 2016.

COMPENSATION: In consideration for services provided, XUN shall pay MATOUSEK a sum not to exceed $120,000 in cash payments.

MATOUSEK shall invoice XUN on a monthly basis on the following basis:

Vice President, Shareholder Relations - $10,000 per month for a minimum of 40 hours per week

MATOUSEK shall submit to XUN a timecard on a monthly basis which, when approved, will serve as documentation for billing by MATOUSEK.

XUN shall reimburse MATOUSEK for the cost of airfare and travel expenses and preapproved disbursements made on behalf of XUN.

CONTRACT NO: S20150604

4.1

For XUN:

Jerry G. Mikolajczyk, President and CEO

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (775) - 200-0505

Fax: (321) 238-0141

Email: jerrygmik@xunenergy.com

4.2

For MATOUSEK:

Peter Matousek

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (503)-332-9675Fax:

Email: novakcapital@hotmail.com

4.3

Notices provided under this Agreement shall be in writing.

INDEMNIFICATION AND INSURANCE: Intentionally Deleted

GENERAL PROVISIONS

6.1

6.2

INDEPENDENT CONTRACTOR: The services provided by the MATOUSEK, including its employees/consultants is an independent contractor and is not an employee of XUN in performing its Services under this Agreement.

6.3

AUDIT AND RECORDS: MATOUSEK shall retain all pertinent records and shall be subject to, with reasonable notice, the examination and audit of XUN, its representatives and the state auditor for a period of three years after final payment under this Agreement.

6.4

6.5

NONDISCRIMINATION AND AFFIRMATIVE ACTION: During performance of this Agreement MATOUSEK, its employees, agents and subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical disability, medical condition, marital status, age or sex, and shall take affirmative action to assure that applicants are lawfully employed, and the employees are lawfully treated during their employment, without regard to their race, religion, color, national origin, ancestry, physical disability, mental condition, marital status, age or sex.

CONTRACT NO: S20150604

6.6

TERMINATION AND SUSPENSION: Either Party may, upon giving the other party a 30 calendar day notice, terminate this Agreement by giving written notice specifying the effective date and scope of such termination. MATOUSEK shall be entitled to receive payment for work/services provided by MATOUSEK prior to termination of the Agreement as reflected in monthly timecards.

6.7 SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, XUN and MATOUSEK shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby.

6.8 XUN agrees to pay all appropriately presented invoices within 14 days once XUN has completed its funding. All invoices will be accrued until funding is completed by XUN.

6.9

XUN ENERGY, INC.

PETER MATOUSEK

By: /s/ Jerry G. Mikolajczyk

/s/ Peter Matousek

Jerry G. Mikolajczyk

Peter Matousek

Date: June 5, 2015

CONTRACT NO: S20150604

ATTACHMENT A

Contract S20150604

Consultant Duties

Job Position:

VICE PRESIDENT, SHAREHOLDER RELATIONS

Reporting Function: PRESIDENT

Scope Summary: Oversees communication with shareholders and handles shareholder requests for information. Plans the annual meeting and meeting documents, such as the annual report and the proxy statement, in accordance with SEC regulations. Audiences include insurance companies, pension funds, big time investors, sell-side analysts who work with brokers, buy-side analysts who makes sure big investors buy stocks with their advice, financial media, various news networks, and private or individual investors.

Duties:

Develop and execute a comprehensive marketing program for investors.

Develop an annual department budget, create presentation materials and manage investor relations staff members.

Regularly facilitate interaction between investors, third-party financing companies and financial analysts.

Innovate and offer new ideas and approaches for developing XUN, building relationships with other prospective business partners and with other networks and members where appropriate.

Stay appropriately networked and keeps abreast of trends, news, events and deadlines, so that all possible, new or enhanced opportunities are exploited.

Ensure work is conducted within the context of the overall governance and management of XUN, XUN’s fundraising strategy and XUN’s annual plan and long-term strategy and securities rules and regulations.

Other duties as required.

Responsibilities:

Formulate investor relations objective

Establish investor relations policy

Identify principal investors

Adopt suitable modes of communication

Responsible for establishing new relationships with investors and managing ongoing relationships.

Take care of the earnings releases, earnings forecasts, annual and quarterly reports, and quarterly meetings with the investor relations analyst.

Issuing the financial reports required by federal or state regulatory agencies in conjunction with the CFO.

allocate adequate resources to support their investor relations departments.

Knowledge and Skills:

First class communication skills able to operate professionally and effectively at all levels.

CONTRACT NO: S20150604

Excellent rapport building, networking and relationship management experience.

Ability to facilitate, maintain and manage good working relationships between staff, volunteers, partners, and investors.

Entrepreneurial drive, passion and ability to help shape the organization’s marketing and strategic department.

Ability to develop fresh approaches and innovate as appropriate.

Ability to provide strategic leadership and management, ensuring that the vision is not lost in the daily operations of the organization.

Set clear priorities between competing demands for resources and manage own tasks and priorities effectively and with minimal supervision.

Ability to review and analyze budgets and financial reports to see implications in the implementation and management of the financings.

An understanding of the issues involved in developing effective international partnerships, and a good understanding of the challenges in the USA and abroad.

Flexibility to undertake national and international travel if required.

Excellent word-processing and database management skills.

CONTRACT NO: S20150604

Exhibit 10.5

MANAGEMENT AND FINANCIAL SERVICES AGREEMENT

BETWEEN

XUN ENERGY, INC.

AND

WOMACK HOLDINGS, INC.

FOR

MANAGEMENT AND FINANCIAL SERVICES FOR:

PRESIDENT, CHIEF EXECUTIVE OFFICER and INTERIM CHIEF FINANCIAL OFFICER

Contract No. S20150605

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (“XUN”), a Nevada corporation and WOMACK HOLDINGS, INC. (“WOMACK”).

SERVICES TO BE PERFORMED: WOMACK shall provide management and financial services for PRESIDENT, CHIEF EXECUTIVE OFFICER (CEO) and interim CHIEF FINANCIAL OFFICER (CFO), in specific, the services of Mr. Jerry G. Mikolajczyk (“CONSULTANT”), duties and additional tasks as outlined in Attachment A, Scope of Services, attached hereto and made a part of this agreement.

TERM OF THE AGREEMENT: The term of the Agreement shall commence on June 1, 2015 and continue in effect through May 31, 2016.

COMPENSATION: In consideration for services provided, XUN shall pay WOMACK a sum not to exceed $180,000 in cash payments. This amount includes all costs related to the engagement of the President and Chief Executive Officer except 3^rd party or travel expenses.

WOMACK shall invoice XUN on a monthly basis on the following basis:

President, CEO and CFO - $15,000 per month for a minimum of 30 hours per month.

WOMACK shall submit to XUN a timecard on a monthly basis which, when approved, will serve as documentation for billing by WOMACK.

XUN shall reimburse WOMACK for the cost of airfare and travel expenses and preapproved disbursements made on behalf of XUN.

AUTHORIZED REPRESENTATIVES AND NOTICES: XUN and WOMACK shall each designate, in writing, an Authorized Representative who has authority to make changes to the scope, terms and conditions of this Agreement.

CONTRACT NO: S20150605

4.1

For XUN:

DR. William D. Spier

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (503)-332-9675

Fax: (321) 238-0141

Email: wspier@nyc.rr.com

4.2

For WOMACK:

Jerry G. Mikolajczyk

12759 NE Whitaker Way, #C453,

Portland, Oregon, 97230

Phone: (775) - 200-0505

Fax: (321) 238-0141

Email: jerrygmik@aol.com

4.3

Notices provided under this Agreement shall be in writing.

INDEMNIFICATION AND INSURANCE: Intentionally Deleted

GENERAL PROVISIONS

6.1

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between XUN and WOMACK relating to the subject matter hereof and supersedes any previous agreements or understandings, oral or written.

6.2

INDEPENDENT CONTRACTOR: The services provided by the WOMACK, including its employees/consultants is an independent contractor and is not an employee of XUN in performing its Services under this Agreement.

6.3

AUDIT AND RECORDS: WOMACK shall retain all pertinent records and shall be subject to, with reasonable notice, the examination and audit of XUN, its representatives and the state auditor for a period of three years after final payment under this Agreement.

6.4

ASSIGNMENT AND SUBCONTRACTS: WOMACK or XUN shall not assign, transfer, or subcontract this Agreement or any portion thereof, and any assignment, transfer, change or subcontract in violation of this Agreement shall be void without written approval by both parties.

6.5

NONDISCRIMINATION AND AFFIRMATIVE ACTION: During performance of this Agreement WOMACK, its employees, agents and subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical disability, medical condition, marital status, age or sex, and shall take affirmative action to assure that applicants are lawfully employed, and the employees are lawfully treated during their employment, without regard to their race, religion, color, national origin, ancestry, physical disability, mental condition, marital status, age or sex.

CONTRACT NO: S20150605

6.6

TERMINATION AND SUSPENSION: Either Party may, upon giving the other party a 30 calendar day notice, terminate this Agreement by giving written notice specifying the effective date and scope of such termination. WOMACK shall be entitled to receive payment for work/services provided by WOMACK prior to termination of the Agreement as reflected in monthly timecards.

6.7 SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, XUN and WOMACK shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby.

6.8 XUN agrees to pay all appropriately presented invoices within 14 days once XUN has completed its funding. All invoices will be accrued until funding is completed by XUN.

6.9

XUN ENERGY, INC.

WOMACK HOLDINGS, INC.

By: /s/ Dr. William D. Spier

By: /s/ Jerry G. Mikolajczyk

Dr. William D. Spier, Director

Jerry G. Mikolajczyk

Date: June 5, 2015

CONTRACT NO: S20150605

ATTACHMENT “A”

Scope of Services

Contract S20150605

Responsibilities:

Responsible to carry out the strategic plans and policies as established by the board of directors.

Reports to the Board of Directors

To implement the strategic goals and objectives of the organization

With the chair, enable the Board to fulfill its governance function

To give direction and leadership toward the achievement of the organization's philosophy, mission, strategy, and its annual goals and objectives

President and CEO duties include, but are not limited to:

LEADER

Advises the Board

Advocates / promotes organization and stakeholder change related to organization mission

Supports motivation of employees in organization products/programs and operations

VISIONARY / INFORMATION BEARER

Ensures staff and Board have sufficient and up-to-date information

Looks to the future for change opportunities

Interfaces between Board and employees

Interfaces between organization and community

DECISION MAKER

Formulates policies and planning recommendations to the Board

Decides or guides courses of action in operations by staff

MANAGER

Oversees operations of organization

Implements plans

Manages human resources of organization

Manages financial and physical resources

BOARD DEVELOPER

Assists in the selection and evaluation of board members

Makes recommendations, supports Board during orientation and self-evaluation

Supports Board's evaluation of Chief Executive

CONTRACT NO: S20150605

Specific Duties:

Complete acquisition of target company

Complete SEC filings on a timely manner

Complete Board Policies and Procedures including Committee Policies and procedures

Assist Company on Board member selection

Complete purchase of D & O insurance

Establish SOX guidelines and procedures

Assist Target Company in completing tasks to ensure smooth closing on Target Company.

Other duties as required

CONTRACT NO: S20150605

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