~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

~~_____________~~Washington, D.C. 20549

_______________________

FORM 8-K

~~_____________~~CURRENT REPORT

~~CURRENT~~PURSUANT ~~REPORT~~TO ~~Pursuant~~SECTION ~~to Section~~ 13 orOR 15(d) ofOF ~~The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2014~~THE

~~_____________~~SECURITIES EXCHANGE ACT OF 1934

~~XUN~~Date ~~ENERGY,~~of ~~INC.~~Report (~~Exact~~Date ~~name~~ of ~~registrant~~Earliest asEvent ~~specified in its charter~~Reported): October 2, 2014

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_____________

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)

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 offices; zip code)
Registrant’s telephone number, including area code: (775) 200-0505 Not applicable.(Former name or former address, if changed since 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:

¨ 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))

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

~~Item~~o Pre-commencement ~~8.01~~communications ~~Other~~pursuant ~~Events~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~On March 26, 2014, the Securities and Exchange Commission (the “SEC”) declared the Registration Statement on Form S~~o Pre-1commencement ~~(the~~communications “Registration Statement”) of Xun Energy, Inc., (the “Company”), filed on February 4, 2014, effective. The Registration Statement registers for sale 37,414,967 shares of the Company’s common stock pursuant to anRule ~~amended and restated reserve equity financing agreement~~ 13e-4(~~the “Financing Agreement”~~c) previously issued or to be issued to AGS Capital Group, LLC (“AGS”). Pursuant to the Financing Agreement, the Company has the right, but not the obligation, to issue $15,000,000 of the Company’s common stock to AGS over the next 3 years. The Company has full control and discretion over the timing and amount of any shares that they sell to AGS when the Exercise Market Price, as defined in the Financing Agreement, is $0.50 or higher per share. For each advance, the Company may issue an amount of stock up to $250,000. Such advance will not exceed more than 200% of the average daily trading volume for the previous 10 trading days. The purchase price of the shares shall be set at ninety percent (90%) of the average of the three (3) lowest closing bid prices of the stock during the ten (10) consecutive weekday trading days (the “Pricing Period”) immediately after the date on which the Company provides an advance notice. The Company, at its option, may select a safety net price for any specified advance which the Company will not sell shares to AGS under ~~that advance when~~ the ~~Purchase~~Exchange ~~Price~~Act (~~Market~~17 ~~Price~~CFR ~~less 10% discount) falls below such safety net price during the Pricing Period~~240. ~~The Company issued~~ 13e-4~~,081,633 shares of common stock as a commitment fee deposit towards the commitment fee of $40,000 to be deducted from the first advance.~~(c))

~~For~~ITEM ~~a more detailed description of the Registration Statement and the Financing Agreement, you should review the Form S-1 filed with the SEC on February~~ 4~~, 2014 at www~~.~~sec.gov.~~01

~~Item~~CHANGES ~~9.01~~IN ~~Financial~~REGISTRANT’S ~~Statements~~CERTIFYING ~~and Exhibits~~ACCOUNTANT

On October 2, 2014 Weinberg & Baer LLC (d“W&B”) ~~Exhibits:~~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.

~~SIGNATURE~~W&B’s report on our financial statements for each of the past two fiscal years ended May 31, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the report was qualified as to our ability to continue as a going concern.

~~Pursuant~~During tothe fiscal years ended May 31, 2014 and 2013 and the ~~requirements~~subsequent interim period through October 2, 2014, there were no: (i) disagreements with W&B on any matter of ~~the~~accounting ~~Securities~~principles ~~Exchange~~or ~~Act~~practices, financial statement disclosure, or auditing scope of ~~1934~~procedure which, if not resolved to the ~~Registrant~~satisfaction ~~has~~of ~~duly~~W&B, would have caused ~~this~~W&B ~~report~~to make reference to bethe ~~signed~~matter onin ~~its~~their ~~behalf~~report, byor ~~the~~(ii) ~~undersigned~~reportable ~~thereunto~~events ~~duly~~as ~~authorized~~defined in Item 304(a)(1)(v) of Regulation S-K.

~~Date:~~During ~~March~~the 27fiscal years ended 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).

~~XUN~~ITEM ~~ENERGY, INC~~9.01

~~/s/ Jerry G. Mikolajczyk~~EXHIBITS

~~By:~~(d) ~~Jerry G. Mikolajczyk~~Exhibits

~~Title:~~Exhibits ~~President/CEO~~filed as part of this Current Report are as follows:


Exhibit No.		Exhibit Description

10.1		Resignation Letter of Weinberg & Baer LLC dated October 2, 2014

16.1		Letter from Weinberg & Baer LLC dated October 6, 2014 regarding changes in Registrant’s certifying accountant

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 hereunto duly authorized.

XUN ENERGY, INC.

Date: October 7, 2014

By: /s/ Jerry G. Mikolajczyk

Name: Jerry G. Mikolajczyk

Title: President and Chief Executive Officer

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