Xun Energy, Inc. (fka XNRG)

[Cassandra]

... the 3a10 is for any and all debt by the letter of the rule.

That's incorrect.

Debts must be "bona fide" which would require that payment of the debt be legally enforceable. Most of the debts for which XNRG shares are being issued through the abuse/misuse of the Section 3(a)(10) exemption would not be considered bona fide.

For example neither Vencedor nor CM Research would be able to take XUN Energy to court to enforce payment for services it not yet rendered.

It's also extremely doubtful that a court would enforce the debts claimed by the executives, especially Jerry Mikolaczyk's absurdly huge consulting invoices issued in the three months before he become the CEO.

Explanation of the exemption by the SEC: https://www.sec.gov/interps/legal/cfslb3a.htm

There is no doubt in my mind that the SEC would not find the exemption to have been properly used by XUN. There are several other problems with the situation including the manner in which the debts are being paid -- by the purchaser of the debt first selling the stock issued and then paying the debt holders.

In addition to obvious accounting fraud in the SEC-filed financial statement, the abuse of the Section 3(a)(10) exemption is an extremely serious infraction which could result in SEC enforcement action(s).