Converted by EDGARwiz

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 a liquidation for the purposes of this Article.

ARTICLE 8. BOARD OF DIRECTORS

(a) Number of Directors. The number of the directors constituting the

entire Board will be not less than one (1) nor more than fifteen (15)

as fixed from time to time by vote of the majority of the entire

Board, provided, however, that the number of directors will not be

reduced so as to shorten the term of any director at the time in

office.

(b) Vacancies. Any vacancies in the Board of Directors for any reason, and

any directorships resulting from any increase in the number of

directors, may be filled by the Board of Directors, acting by a

majority of the directors then in office, although less than a quorum,

and any directors so chosen will hold office during the remainder of

the term of office of the resigning director.

ARTICLE 9. ACQUISITION OF CONTROLLING INTEREST

The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.

ARTICLE 10. COMBINATIONS WITH INTEREST STOCKHOLDERS

The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.

ARTICLE 11. LIABILITY

To the fullest extent permitted by NRS 78, a director or officer of the

Corporation will not be personally liable to the Corporation or its stockholders

for damages for breach of fiduciary duty as a director or officer, provided that

this article will not eliminate or limit the liability of a director or officer

for:

(a) acts or omissions which involve intentional misconduct, fraud or a

knowing violation of law; or

(b) the payment of distributions in violation of NRS 78.300, as amended.

Any amendment or repeal of this Section 5 will not adversely affect any

right or protection of a director of the Corporation existing immediately prior

to such amendment or repeal.

ARTICLE 12. INDEMNIFICATION

(a) Right to Indemnification. The Corporation will indemnify to the

fullest extent permitted by law any person (the "Indemnitee") made or

threatened to be made a party to any threatened, pending or completed

action or proceeding, whether civil, criminal, administrative or

investigative (whether or not by or in the right of the Corporation)

by reason of the fact that he or she is or was a director of the

Corporation or is or was serving as a director, officer, employee or

agent of another entity at the request of the Corporation or any

predecessor of the Corporation against judgments, fines, penalties,

excise taxes, amounts paid in settlement and costs, charges and

expenses (including attorneys' fees and disbursements) that he or she

incurs in connection with such action or proceeding.

(b) Inurement. The right to indemnification will inure whether or not the

claim asserted is based on matters that predate the adoption of this

Section 6, will continue as to an Indemnitee who has ceased to hold

the position by virtue of which he or she was entitled to

indemnification, and will inure to the benefit of his or her heirs and

personal representatives.

advancement of expenses conferred by this Section 6 are not exclusive

of any other rights that an Indemnitee may have or acquire under any

statute, bylaw, agreement, vote of stockholders or disinterested

directors, these Articles of Incorporation or otherwise.

(d) Other Sources. The Corporation's obligation, if any, to indemnify or

to advance expenses to any Indemnitee who was or is serving at its

request as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust, enterprise or other

entity will be reduced by any amount such Indemnitee may collect as

indemnification or advancement of expenses from such other entity.

(e) Advancement of Expenses. The Corporation will, from time to time,

reimburse or advance to any Indemnitee the funds necessary for payment

of expenses, including attorneys' fees and disbursements, incurred in

connection with defending any proceeding for which he or she is

indemnified by the Corporation, in advance of the final disposition of

such proceeding; provided that the Corporation has received the

undertaking of such director or officer to repay any such amount so

advanced if it is ultimately determined by a final and unappealable

judicial decision that the director or officer is not entitled to be

indemnified for such expenses.

ARTICLE 13. OBJECTS.

The nature of the business of the Corporation and the objects or the purposes to be transacted, promoted,or carried on by it are to engage in any lawful activity.

CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION

REAL VALUE ESTATES, INC.

ARTICLE 1 of the Certificate of Incorporation is hereby amended as follows:

The Name of the Corporation is: 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 Five Billion, (5,000,000,000) 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").

Effective upon filing of this Certificate of Amendment to the Certificate of Incorporation, each one (1) outstanding share of Common Stock shall be forward split into 80 shares of Common 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 foregoing Certificate of Amendment to the Certificate of Incorporation was authorized by the Company’s Board of Directors on May 15, 2010 and approved by the written consent of the holders of a majority of the Company’s shareholders owning a majority of the outstanding issued and outstanding voting shares.

The number of votes cast in favor of the amendment was sufficient for approval.

This Certificate of amendment is dated the 20th day of July, 2010

/s/ Dennis T. Kushner, President


1.	Name of Corporation:	REAL VALUE ESTATES, INC.


2.	Resident Agent:	Business Filings Incorporated
	Street Address:	5348 Vegas Drive, Las Vegas, Nevada, 89108


3.	Shares:	Common Stock - 100,000,000, Par Value: $0.0001
		Preferred Stock - 50,000,000, Par Value: $0.0001
		Total Authorized: 150,000,000, see attached


4.	Name and address of Directors/Trustees:	1. Marina Karpilovski, 3/11 Trumpeldor St., Holon, Israel, 58271

		2. Michael Zazkis, 25 Tashah St., Zichron Yakov, Israel, 30900


5.	Purpose:	The purpose of this corporation shall be: Any law full business.


6.	Name, address and Signature of Incorporator:	Sheila King /s/Sheila King 5348 Vegas Drive, Las Vegas, Nevada, 89108


7.	Certificate of Acceptance of Appointment of Resident Agent:	I hereby accept appointment as Resident Agent for the above named corporation: /s/ Sheila King Date: 12/20/07 Authorized Signature of R. A. or On Behalf of R. A. Company